Item 1.01 Entry into a Material Definitive Agreement

Flushing Financial Corporation (the "Company") (Nasdaq-GS: FFIC), the parent holding company for Flushing Savings Bank, FSB (the "Bank"), entered into an Underwriting Agreement with Keefe, Bruyette & Woods, Inc. ("Keefe Bruyette"). Keefe Bruyette serves as a representative for Sandler O'Neill & Partners, L.P. and Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC (collectively including Keefe Bruyette, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company has agreed to sell 8,317,400 shares of the Company's common stock to the Underwriters, acting severally and not jointly, at a purchase price of $11.50 per share, less underwriting discount, and provided the Underwriters with an over-allotment option to purchase an additional 1,247,610 shares upon the same terms, resulting in aggregate net proceeds to the Company, after expenses, of approximately $104.1 million if the Underwriters exercise their over-allotment option in full. The shares of common stock are being offered pursuant to a prospectus supplement, dated September 16, 2009, to the prospectus, dated January 8, 2009, filed as part of the Company's effective Shelf Registration Statement on Form S-3 (Registration No. 333-155762).

The Underwriters from time to time perform financial services for the Company and its affiliates for which the Underwriters have received advisory or transaction fees, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for these financial services.

The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 9.01(d). Exhibits

1.1 Underwriting Agreement dated September 16, 2009 between Flushing Financial Corporation and Keefe, Bruyette & Woods, Inc. for itself and as representative for Sandler O'Neill & Partners, L.P. and Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC.

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