May 5, 2006



               Mail Stop 4561


By facsimile and U.S. Mail
Mr. John R. Buran
President and Chief Executive Officer
Flushing Financial Corporation
1979 Marcus Avenue, Suite E140
Lake Success, New York 11042


RE:     Flushing Financial Corporation
            Registration Statement on Form S-4
      Filed on April 10, 2006
            File Number 333-133175

Dear Mr. Buran:

      We have reviewed your document and have the following
comments.
We have restricted our review to matters relating to the merger,
merger consideration and fairness opinion and do not intend to
review
any other part of your document.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

General
1. Please provide the staff with a copy of the Sandler O`Neill`s
board book with regard to the transaction.

Questions and Answers, page 1
2. Revise to add a question and answer for what actions must
holders
take or not take, and when, to perfect their dissenters` rights.
Indicate whether holders can still vote against the merger without
losing their rights to dissent.

Summary
Financial Interests of Atlantic Liberty`s Directors and Executive
Officers, page 8
3. Revise this section to add a chart and list the various
instruments that result in additional compensation for the
executive
officers.  For example, the chart should include such items as new
non-competition agreement, bonuses, cash out of options, cash out
of
restricted stock grants, severance agreements, pay increases, etc.
In this regard, split the chart into pre-merger compensation
changes
(we note the additional compensation expenses in the Form 10-Q)
and
post-merger approval changes.  In this regard, the left side of
the
chart would indicate the area, e.g., cash out restricted stock
grants
and the right side would indicate the dollar amount.  The
accompanying narrative should be presented in indented boldface
headings with an explanation of each change from existing
agreements
or a new benefit.  One example would be the extension of the non-
competition agreements, which were extended from one year to two
years and results in Messrs. Donohue and Gilfillan  receiving X
dollar benefit.

Risk factors, page 14
4. Please include a Risk Factors section setting forth the risks
of
the transaction, including, for example, that it will result in
Atlantic Liberty holders receiving a security with approximately
17%
less tangible book value than the security they are surrendering
and
that the price being paid is lower than the market price at the
time
of the merger agreement.
5. Revise the risk factor discussing the different interests of
Atlantic Liberty`s Directors and Executives to disclose the
various
benefits summarized in the Summary section and include the total
additional compensation noted therein.
6. Revise to add a risk factor for the termination fee and
indicate
the risk to be that holders may not have an opportunity to realize
a
greater price to be paid for their shares as a result of this fee.
7. Revise to add a risk factor that discusses the costs associated
with the merger included in the financial statements as of
December
31, 2005 for Atlantic Liberty that have skewed the earnings and
book
value per share used in this Proxy.
8. Add a risk factor for the legal proceedings initiated against
the
Company related to the merger and disclose the material terms of
the
settlement, i.e., the Stipulation and Agreement of Compromise, as
well as any other settlements.

The Proposed Merger
Background of the Merger, page 25
9. Revise the second full paragraph on page 26 to disclose the
market
value or range of market values disclosed by Sandler O`Neill to
the
Board at the October 2005 board meeting.  In this regard, revise
this
and the previous paragraphs to indicate the date of the month for
both the September and October Board meetings.
10. Revise the first sentence of the third full paragraph to
indicate
the actual dates, i.e., from October __, 2005 until November __,
2005.
11. In the fifth paragraph, please disclose what the dollar
amounts
were that are referenced in the second sentence.
12. Revise to indicate the range of asset sizes of the
institutions
approached and also indicate the median size as well as disclose
how
many of the institutions had operations in New York. In addition,
revise to disclose if the Board or Sandler O`Neill set any
deadlines
for the 21 institutions to respond to the inquiries. Further,
indicate the date that the Board decided to proceed with a due
diligence of Flushing.  Finally, please revise the last sentence
of
the sixth paragraph to name counsel that was authorized to
negotiate
with Flushing.
13. Revise to add a paragraph disclosing who proposed the Merger
Agreement, who negotiated the agreement, when the Board first
reviewed the initial Proposal, changes requested by either party
and
other material details of the negotiation process. In addition,
disclose which side proposed the changes to certain executives
existing agreements and if such changes resulted in any change in
the
consideration to be paid.

Atlantic Liberty`s reasons for the Merger; Recommendation of
Atlantic
Liberty`s Board of Directors, page 28
14. The board should specifically note each line item analysis
underlying the fairness opinion that does not support its
recommendation and explain why, in light of those analyses, it is
recommending the transaction.
Opinion of Liberty`s Financial Advisor, page 29
15. We note that Sandler O`Neill was provided with Flushing
Financial
forecasts.  Please provide those forecasts in this document.
16. Revise the first full paragraph on page 32 to indicate if the
internal projections of Atlantic Liberty, absent any merger
related
expenses already incurred, indicated returns on average assets and
returns on average equity consistent with the historical returns
for
Atlantic Liberty since 2002. If not, explain why.
Discounted Dividend Stream ... , page 34
17. With regard to the discount rates used to reflect the required
rates of return (9%-14%), please revise to also disclose the
actual
annualized rate of return that Atlantic liberty`s holders will
receive assuming the merger is consummated, and, if it is outside
the
range, disclose why different rates were used.
Pro Forma Merger Analysis, page 37
18. Revise the last paragraph to disclose the amount of
consideration
earned during each of the last 2 calendar years by Sandler O`Neill
from each Flushing and Atlantic Liberty. Also disclose what
services
may be provided to Flushing prior to the effective date of the
Merger.

Employment Agreements, page 43
19. In the last paragraph of this section, which is on page 45,
please disclose what would have been payments due to Messrs.
Donohue
and Gilfillan under their employment agreements in the event of a
change in control and termination of employment.

Amendments to the Certificate of Incorporation, page 65
20. Revise to disclose the "specified business combinations"
referred
to in the Charter.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review by showing deleted sections as
strikethrough and added sections as underlining.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.

            If you have any questions regarding this letter,
please
feel free to contact Michael Clampitt at 202-551-3434, or me at
202-
551-3418.


	Sincerely,



	William Friar
      	Senior Financial Analyst


cc: 	Douglas J. McClintock, Esq.
	Thacher Proffitt & Wood LLP
	Two World Financial Center
	New York, New York 10281
	Fax number (212) 912-7751
Mr. John R. Buran
Flushing Financial Corporation
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