S-4/A

As filed with the Securities and Exchange Commission on May 19, 2006

Registration No. 333-133175

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6035	11-3209278
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

(718) 961-5400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mr. John R. Buran

President and Chief Executive Officer

Flushing Financial Corporation

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

(718) 961-5400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Douglas J. McClintock, Esq.	Alan Schick, Esq.
Thacher Proffitt & Wood LLP	Luse Gorman Pomerenk & Schick, P.C.
Two World Financial Center	5335 Wisconsin Avenue, N.W., Suite 400
New York, New York 10281	Washington D.C. 20015
(212) 912-7400	(202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.01 par value per share	1,622,550 shares (1)	n/a	$26,879,859 (2)	$2,876.14 (3)

(1) Represents the maximum number of shares of Flushing Financial Corporation common stock estimated to be issuable upon completion of the merger of Atlantic Liberty Financial Corp. with and into Flushing Financial Corporation, based on the number of shares of Atlantic Liberty Financial Corp. common stock, par value $0.10 per share, outstanding as of March 31, 2005 plus the number of shares of restricted stock of Atlantic Liberty that will vest prior to completion of the merger, and the exchange of 65% of Atlantic Liberty Financial Corp. common stock for 1.43 shares of Flushing Financial common stock per share.

(2) Pursuant to Rule 457(f), the registration fee was computed on the basis of $23.69, the market value of the common stock of Atlantic Liberty to be exchanged or cancelled in the merger, computed in accordance with Rule 457(c) on the basis of the average of the high and low price per share of such common stock quoted on the Nasdaq National Market on April 7, 2006, and 1,134,650 shares of common stock of Atlantic Liberty, which is the estimated maximum number of shares that may be exchanged for the Flushing Financial Corporation common stock being registered.

(3) Previously paid by Flushing Financial.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Lake Success, State of New York, on May 19, 2006.

FLUSHING FINANCIAL CORPORATION
By:	/s/ John R. Buran
	John R. Buran Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ John R. Buran John R. Buran	Director, President and Chief Executive Officer	May 19, 2006
* Gerard P. Tully	Director and Chairman of the Board	May 19, 2006
* David W. Fry	Senior Vice President and Chief Financial Officer	May 19, 2006
* James D. Bennett	Director	May 19, 2006
* Steven J. D’Iorio	Director	May 19, 2006
* Louis C. Grassi	Director	May 19, 2006

II-1

Signatures	Title	Date
* Michael J. Hegarty	Director	May 19, 2006
* John J. McCabe	Director	May 19, 2006
* Vincent F. Nicolosi	Director	May 19, 2006
* Donna M. O’Brien	Director	May 19, 2006
* Franklin F. Regan, Jr.	Director	May 19, 2006
* John E. Roe, Sr.	Director	May 19, 2006
* Michael J. Russo	Director	May 19, 2006

*By:	/s/ John R. Buran
	John R. Buran
	(As Attorney-in-fact
	pursuant to a power of
	attorney filed on
	April 10, 2006)

II-2

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of December 20, 2005 by and between Flushing Financial Corporation and Atlantic Liberty Financial Corp. (1)
3.1	Certificate of Incorporation of Flushing Financial Corporation (2)
3.2	Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
3.3	Bylaws of Flushing Financial Corporation (2)
4.1	Certificate of Incorporation of Flushing Financial Corporation (See Exhibits 3.1 and 3.2)
4.2	Bylaws of Flushing Financial Corporation (See Exhibit 3.3)
4.3	Rights Agreement dated as of September 17, 1996 between Flushing Financial Corporation and State Street Bank and Trust Company, as Rights Agent (4)
5.1	Opinion of Thacher Proffitt & Wood LLP regarding legality of securities being registered*
8.1	Opinion of Thacher Proffitt & Wood LLP as to tax matters
8.2	Form of Opinion of Luse Gorman Pomerenk & Schick, P.C. as to tax matters*
23.1	Consent of Thacher Proffitt & Wood LLP (included in Exhibits 5.1 and 8.1)
23.2	Consent of Luse Gorman Pomerenk & Schick, P.C. (included in Exhibit 8.2)
23.3	Consent of PricewaterhouseCoopers LLP*
23.4	Consent of Beard Miller Company LLP*
24.1	Power of Attorney *
99.1	Form of Proxy Card for Special Meeting of Stockholders of Atlantic Liberty Financial Corp.*
99.2	Consent of Sandler O’Neill & Partners, L.P.*
99.3	Form of Atlantic Liberty Financial Corp. Election Materials*
99.4	Form of Plan Voting Materials*

 * Previously filed.

(1) Included in Part I as Appendix A to the proxy statement/prospectus included in this Registration Statement.

(2) Incorporated by reference to the Exhibits to Flushing Financial Corporation’s Registration Statement on Form S-1 (Registration No. 333-96488).

(3) Incorporated by reference to the Exhibits to Flushing Financial Corporation’s Registration Statement on Form S-8 filed on May 31, 2002.

(4) Incorporated by reference to the Exhibits to Flushing Financial Corporation’s Current Report on Form 8-K filed on September 30, 1996.

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EX-8.1

Exhibit 8.1

[Thacher Proffitt & Wood LLP Letterhead]

May 19, 2006

Flushing Financial Corporation

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

Attention:	John R. Buran
	President and Chief Executive Officer

Re:    Merger of Atlantic Liberty Financial Corp.

              with and into Flushing Financial Corporation

Ladies and Gentlemen:

You have requested our opinion regarding certain federal and New York State income tax consequences of the merger (the “Merger”) of Atlantic Liberty Financial Corp., a Delaware corporation (“ALFC”), with and into Flushing Financial Corporation, a Delaware corporation (“FFC”), immediately followed by the merger (the “Bank Merger”) of Atlantic Liberty Savings, F.A., a wholly owned subsidiary of ALFC (“Atlantic Liberty Savings”), with and into Flushing Savings Bank, FSB, a wholly owned subsidiary of FFC (“Flushing Savings Bank”). The Merger and the Bank Merger will be effected pursuant to the Agreement and Plan of Merger dated as of December 20, 2005, by and between FFC and ALFC (the “Merger Agreement”). The Merger, the Bank Merger and related transactions are described in the Merger Agreement and in the Joint Proxy Statement-Prospectus (the “Proxy Statement”) included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Registration Statement”). All capitalized terms used but not defined in this opinion shall have the meanings set forth in the Merger Agreement.

In connection with the opinions expressed below, we have examined and relied on originals, or copies certified or otherwise identified to our satisfaction, of the Merger Agreement and of such corporate records of FFC and ALFC as we have deemed appropriate. We have also relied, without independent verification, upon drafts of letters of FFC and ALFC to Thacher Proffitt & Wood LLP containing certain tax representations. We have assumed that the parties will act, and that the Merger will be effected, in accordance with the Merger Agreement, and that the representations made by FFC and ALFC in the foregoing letters will be true, correct and complete at the Effective Time, and as to statements qualified by the best of knowledge of the management of FFC and ALFC, will be consistent with the underlying facts as of the Effective Time. In addition, we have made such investigations of law as we have deemed appropriate to form a basis for the opinions expressed below.

Flushing Financial Corporation
May 19, 2006	Page 2.

Based upon the foregoing, we are of the opinion that, under current United States federal and New York State income tax law, as of the date hereof:

1. The Merger will either constitute a reorganization within the meaning of Section 368(a) of the Code or will be treated as part of a reorganization within the meaning of Section 368(a) of the Code;

2. The Bank Merger will not adversely affect the Merger qualifying as a reorganization within the meaning of Section 368(a) of the Code;

3. No gain or loss will be recognized by FFC, Flushing Savings Bank, ALFC, or Atlantic Liberty Savings by reason of the Merger;

4. The exchange of ALFC Common Stock, to the extent exchanged for FFC Common Stock, will not give rise to the recognition of gain or loss for federal or New York State income tax purposes to the stockholders of ALFC;

5. The basis of the FFC Common Stock to be received (including any fractional shares deemed received for tax purposes) by an ALFC stockholder will be the same as the basis of the ALFC Common Stock surrendered pursuant to the Merger in exchange therefore, increased by any gain recognized by such ALFC stockholder as a result of the Merger and decreased by any cash received by such ALFC stockholder in the Merger; and

6. The holding period of the shares of FFC Common Stock to be received by a stockholder of ALFC will include the period during which the stockholder held the shares of ALFC Common Stock surrendered in exchange therefore, provided the ALFC Common Stock surrendered is held as a capital asset at the Effective Time.

To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that (i) any U.S. federal tax advice contained in this opinion is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code; (ii) such opinion is written in connection with the promotion or marketing of the transaction or matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor.

Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local or foreign, of the Merger or of any transaction related thereto or contemplated by the Merger Agreement. This opinion is given solely for the benefit of FFC and its stockholders, and may not be relied upon by any other party or entity or otherwise referred to in any document without our express written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference thereto under the heading “The Merger – Material United States Federal Income Tax Consequences of the Merger” and “Legal Opinions” in the Proxy Statement which is a part of the Registration Statement.

Very truly yours,

/s/ Thacher Proffitt & Wood LLP