FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Fry David W   2. Issuer Name and Ticker or Trading Symbol FLUSHING FINANCIAL CORP [FFIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 1979 MARCUS AVENUE, SUITE E140 3. Date of Earliest Transaction (Month/Day/Year) 05/26/2010 (Street) LAKE SUCCESS, NY 11042 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/26/2010 05/26/2010 M   1,800 A $ 10.89 42,762 D   Common Stock 05/26/2010 05/26/2010 M   2,700 A $ 12.37 45,462 D   Common Stock 05/26/2010 05/26/2010 M   2,620 A $ 8.44 48,082 D   Common Stock               15,653 I 401(k) (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option Exercise (Right to Buy)

$ 10.89

05/26/2010

05/26/2010

M

1,800

(1)

07/16/2011

Common Stock

1,800

$ 10.89

0

D

Employee Stock Option Exercise (Right to Buy)

$ 12.37

05/26/2010

05/26/2010

M

2,700

(2)

06/17/2012

Common Stock

2,700

$ 12.37

0

D

Employee Stock Option Exercise (Right to Buy)

$ 8.44

05/26/2010

05/26/2010

M

2,620

(3)

01/29/2019

Common Stock

2,620

$ 8.44

0

D

Phantom Stock Units

(5)

(6)

(6)

Common Stock

1,885

1,885

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fry David W 1979 MARCUS AVENUE, SUITE E140 LAKE SUCCESS, NY 11042			Executive Vice President

Signatures

Signed by Russell A. Fleishman Under Power of Attorney by David W. Fry		05/27/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Stock option exercise from July 17, 2001 grant. Options became exercisable in five equal installments beginning on the first anniversary of the date of grant.
(2)	Stock option exercise from June 18, 2002 grant. Options became exercisable in five equal installments beginning on the first anniversary of the date of grant.
(3)	Stock option exercise from January 30, 2009 grant. Options become exercisable in five equal installments beginning on the first anniversary of the date of grant.
(4)	Shares held in the FSB 401(k) savings plan a/o 5/26/2010.
(5)	1:1
(6)	Includes amounts credited to Mr. Fry's account through 5/26/2010. 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).

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