As filed with the Securities and Exchange Commission on May 31, 2005

                                                      Registration No. 333-85639

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                        POST-EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                         FLUSHING FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     DELAWARE                              11-3209278     
      --------------------------------------          --------------------
         (State or other jurisdiction of                 (IRS Employer
          incorporation or organization)               Identification No.)

      1979 MARCUS AVENUE, SUITE E140,
             LAKE SUCCESS, NY                                 11042 
      --------------------------------------          --------------------
     (Address of Principal Executive Offices)              (Zip Code)

                        1996 Stock Option Incentive Plan
                                       and
                      1996 RESTRICTED STOCK INCENTIVE PLAN
                      ------------------------------------
                            (Full title of the plans)

                                  John R. Buran
                         Flushing Financial Corporation,
             1979 Marcus Avenue, Suite E140, Lake Success, NY 11042
                                 (718) 961-5400
             -------------------------------------------------------
            (Name, address and telephone number of agent for service)

                       Copy to: Gloria W. Nusbacher, Esq.
                            Hughes Hubbard & Reed LLP
                             One Battery Park Plaza
                              New York, N.Y. 10004



                              EXPLANATORY STATEMENT

      This Post-Effective Amendment No. 1 is being filed by Flushing Financial
Corporation (the "Company") to transfer shares of the Company's common stock
originally registered for delivery under the Company's 1996 Restricted Stock
Incentive Plan ("Restricted Stock Plan") and 1996 Stock Option Incentive Plan
("Option Plan") and not previously delivered or subject to outstanding awards
under such plans or which become available for awards after the date hereof to a
new Registration Statement on Form S-8 to be filed contemporaneously to register
shares for delivery under the Company's 2005 Omnibus Incentive Plan ("Omnibus
Plan").

      The original registration statement, filed August 20, 1999, registered
253,125 shares for delivery under the Company's Restricted Stock Plan and
675,000 shares for delivery under the Company's Option Plan, in each case as
adjusted for stock splits. Of the shares registered for delivery under the
Restricted Stock Plan, none have been delivered, 141,427 shares are subject to
outstanding awards, and the remaining 111,698 shares are available for future
grants. None of the shares registered for delivery under the Option Plan have
been delivered, and all 675,000 shares are subject to outstanding awards.

      The Omnibus Plan, which was adopted on May 17, 2005, provides that shares
previously authorized for issuance under the Restricted Stock Plan and the
Option Plan which have not been delivered under such plans and are not subject
to outstanding awards under such plans as of May 17, 2005 or which subsequently
become available for awards as a result of forfeitures or application of shares
to satisfy tax withholding obligations shall instead be used for awards under
the Omnibus Plan. Accordingly, the 111,698 shares that are available for future
grants are hereby deregistered from this Registration Statement and transferred
to the Registration Statement on Form S-8 contemporaneously filed by the Company
with respect to the Omnibus Plan. In addition, to the extent any of the 816,427
shares registered on this registration statement that are subject to outstanding
awards are not delivered to award holders as a result of forfeiture of awards or
application of shares to satisfy tax withholding obligations, the shares not
delivered shall be available for awards under Omnibus Plan and shall be deemed
transferred to the Registration Statement on Form S-8 contemporaneously filed by
the Company with respect to such plan.

Item 8.    EXHIBITS

Exhibit 24.1   Powers of Attorney - filed herewith



                                   SIGNATURES


      THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 1 on
Form S-8 and has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Nassau, State of New
York, on this 27th day of May, 2005.

                                       FLUSHING FINANCIAL CORPORATION



                                       By: /S/ JOHN R. BURAN
                                           -------------------------------------
                                           John R. Buran
                                           Executive Vice President and
                                           Chief Operating Officer



      Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed below by the following persons in
the capacities indicated on this 27th day of May, 2005.


SIGNATURE                                  CAPACITY



                *                          President and Chief Executive Officer
----------------------------------         and Director
        Michael J. Hegarty                 (Principal Executive Officer)


                *                          Director and Chairman
----------------------------------         
        Gerard P. Tully, Sr.



                *                          Executive Vice President and Chief
----------------------------------         Operating Officer and Director
           John R. Buran


                *                          Senior Vice President, Chief
----------------------------------         Financial Officer and Treasurer
           David W. Fry                    (Principal Financial and 
                                           Accounting Officer)
  

                *                          Director
----------------------------------         
         James D. Bennett



SIGNATURE                                  CAPACITY



----------------------------------         Director
         Steven J. D'Iorio



                *                          Director
----------------------------------         
          Louis C. Grassi



                *                          Director
----------------------------------         
          John J. McCabe



                *                          Director
----------------------------------         
        Vincent F. Nicolosi


                *                          Director
----------------------------------         
         Donna M. O'Brien



                *                          Director
----------------------------------         
       Franklin F. Regan, Jr.



                *                          Director
----------------------------------         
          John E. Roe, Sr.



SIGNATURE                                  CAPACITY


                *                          Director
----------------------------------         
         Michael J. Russo



*  By: /S/ JOHN R. BURAN
       ---------------------------,
       as authorized by Power of
       Attorney filed as Exhibit
       24.1 to this Registration
       Statement



                                  EXHIBIT INDEX

Exhibit 24.1   Powers of Attorney - filed herewith