COMMON
      STOCK

              	
                COMMON
      STOCK

              
	
                PAR
      VALUE $0.01

              	
                PAR
      VALUE $0.01

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                SEE
      REVERSE   

                FOR     
           

              
	 
      	
                CERTAIN   
         

                DEFINITIONS  
      

              


      

      


      [Logo]    Astoria
Financial Corporation

       

      INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

       

      This
Certifies That

      


      is the
owner of:

       

      FULLY
PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE,
OF

      ASTORIA
FINANCIAL CORPORATION

      


      The
shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record thereof, or by his
duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed.  This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Certificate of Incorporation of the Corporation and any amendments thereto
(copies of which are on file with the Transfer Agent), to all of which
provisions the holder by acceptance hereof, assents.

      This
certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.  The shares represented by this Certificate are
not insured by the Federal Deposit Insurance Corporation or any other government
agency.

      In
Witness Thereof, Astoria Financial Corporation has caused this certificate to be
executed by the facsimile signature of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

      


      Dated:

      


      
        
          	
                  COUNTERSIGNED
      AND REGISTERED:

                	 
      	
                  [SEAL]

                	 
      	 
      
	 
      	
                  ChaseMellon
      Shareholder Services, L.L.C.

                	 
      	
                  Astoria Financial Corporation

                	 
      	 
      
	 
      	
                  (New
      York, New York)

                	 
      	
                  Corporate

                	 
      	 
      
	
                  By

                	
                  Transfer
      Agent and Registrar

                	 
      	
                  Seal

                	 
      	
                  President and Chief Executive Officer

                
	 
      	 
      	 
      	
                  1993

                	 
      	 
      
	 
      	 
      	 
      	
                  Delaware

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Authorized
      Signature

                	 
      	 
      	 
      	
                  Secretary

                


        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASTORIA
FINANCIAL CORPORATION

     
The
shares represented by this certificate are subject to a limitation contained in
the Certificate of Incorporation to the effect that in no event shall any record
owner of any outstanding common stock which is beneficially owned, directly or
indirectly, by a person who beneficially owns in excess of 10% of the
outstanding shares of common stock (the “Limit”) be entitled or permitted to any
vote in respect of shares held in excess of the Limit.

    The Board
of Directors of the corporation is authorized by resolution(s), from time to
time adopted, to provide for the issuance of serial preferred stock in series
and to fix and state the voting powers, designations, preferences and relative,
participating, optional, or other special rights of the shares of each such
series and the qualifications, limitations and restrictions
thereof.  The corporation will furnish to any shareholder upon request
and without charge a full description of each class of stock and any series
thereof.

    The
shares represented by this certificate may not be cumulatively voted on any
matter.  The affirmative vote of the holders of at least 80% of the
voting stock of the corporation, voting together as a single class, shall be
required to approve certain provisions of the Certificate of
Incorporation.

    
      
        

      

    

     

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

    
      
        
          	 	
                  TEN
      COM-

                	
                  as
      tenants in common

                	
                  UNIF
      GIFT MIN ACT- 

                	
                                          
      Custodian                        
      

                
	 	
                  TEN
      ENT-

                	
                  as
      tenants by the entireties

                	 
      	
                  (Cust)                                       
         (Minor)

                
	 	
                  JT
      TEN-

                	
                  as
      joint tenants with

                	 
      	
                  under
      Uniform Gift to Minors

                
	 	 
      	
                  right of survivorship
      and


                    not
      as tenants in common

                  

                	 
      	
                  Act
      __________________________

                


        

      

    

    


    Additional
abbreviations may also be used though not in the above list.

    


    For Value
received, ____________________________________________________
hereby sell, assign and transfer unto

    PLEASE
INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
NUMBER OF ASSIGNEE

     

    
      
        
          
            
              	 
      	 
      
	
                        

                    	 
      
	
                        

                    	 
      


            

          

        

      

    

    


    PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

    
      	
                

            	
                

            
	
                

            	
                

            
	
                

            	
                

            
	
                

            	
               Shares

            


    

    


    of the common stock represented by the
within certificate, and do hereby irrevocably constitute and appoint
___________

     
________________________________________________________________________Attorney to transfer the said Stock on
the books of the within-named Corporation with full power of substitution in the
premises.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Dated,
      ____________________ 

                                	 
      	
                                  X 

                                	
                                    

                                	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                                  NOTICE:
      The signature to this assignment must correspond with the name as written
      upon the face of the certificate in every particular without alteration or
      enlargement or any change
whatever.

                                


                        

                      

                    

                  

                

                 

                
                  
                    
                      
                        	
                                SIGNATURE
      GUARANTEED:

                              	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	
                                THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION.
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE  GUARANTEE MEDALLION
      PROGRAM), PURSUANT TO S.E.C. RULE
13Ad-15.