FLUSHING FINANCIAL CORP — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUSHING FINANCIAL CORP (FFIC)
CIK: 0000923139
Period of Report: 2011-05-01

Reporting Person: Grasso Maria A (Executvie Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-01	Common Stock	F	761	$14.68	Disposed	57334	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15429	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (3089)	3089	Direct

Footnotes

F1: Shares withheld to satisfy tax liability upon vesting of restricted stock units.

F2: Shares held in FSB 401(k) a/o 5/2/11.

F3: 1:1

F4: Includes amounts credited to Ms. Grasso's account through 5/2/2011. The vested account balance will be paid in a cash lump sum or in installments as elected by the reporting officer upon termination of employment (in accordance with IRS 409A).