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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31,September 30, 2003

Commission file number000-24272

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

Delaware
(State or other jurisdiction of incorporation or organization)

11-3209278
(I.R.S. Employer Identification No.)

144-51 Northern Boulevard, Flushing, New York 11354
(Address of principal executive offices)

(718) 961-5400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:Common Stock $0.01 par value.

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.XYes __No

         Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act).X Yes __No

        The number of shares of the registrant’s Common Stock outstanding as of April 30,October 24, 2003 was 12,670,164.12,750,896.

TABLE OF CONTENTS

 PAGE
PART I -- FINANCIAL INFORMATION

ITEM 1. Financial Statements		 

     Consolidated Statements of Financial Condition		1 

     Consolidated Statements of Income and Comprehensive Income		2 

     Consolidated Statements of Cash Flows		3 

     Consolidated Statements of Changes in Stockholders' Equity		4 

     Notes to Consolidated Statements		5 

ITEM 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations7 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		1720 

ITEM 4. Controls and Procedures		1720 

PART II. -- OTHER INFORMATION

ITEM 1. Legal Proceedings		1720 

ITEM 2. Changes in Securities and Use of Proceeds		1720 

ITEM 3. Defaults Upon Senior Securities		1720 

ITEM 4. Submission of Matters to a Vote of Security Holders		1720 

ITEM 5. Other Information		1720 

ITEM 6. Exhibits and Reports on Form 8-K		1821 

SIGNATURES		19 

CERTIFICATIONS		2022 

i

PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Financial Condition

(Dollars in thousands, except share data)
(Dollars in thousands, except share data)
March 31, 2003
December 31, 2002
(Dollars in thousands, except share data)
September 30, 2003
December 31, 2002
(Unaudited)
ASSETS  (Unaudited)        
Cash and due from banks $16,398 $29,119  $26,790 $29,119 
Federal funds sold  -  18,500   --  18,500 
Securities available for sale:  
Mortgage-backed securities  399,492  319,255   458,399  319,255 
Other securities  59,949  39,729   50,765  39,729 
Loans:  
One-to-four family residential - conventional  244,242  262,944   195,282  262,944 
One-to-four family residential - mixed-use properties  179,720  170,499 
One-to-four family residential - mixed-use property  208,182  170,499 
Multi-family residential  475,526  452,663   516,751  452,663 
Commercial real estate  263,149  257,054   286,072  257,054 
Co-operative apartments  4,823  5,205 
Co-operative apartment  4,039  5,205 
Construction  13,355  17,827   18,532  17,827 
Small Business Administration  4,952  4,301   4,244  4,301 
Commercial business and other  3,766  4,185   3,834  4,185 
Unearned loan fees and deferred costs, net  1,349  1,463   1,582  1,463 
Allowance for loan losses  (6,589) (6,581)  (6,554) (6,581)
Net loans  1,184,293  1,169,560   1,231,964  1,169,560 
Interest and dividends receivable  8,592  8,409   8,699  8,409 
Real estate owned, net  -  -   --  -- 
Bank premises and equipment, net  5,374  5,389   6,181  5,389 
Federal Home Loan Bank of New York stock  22,463  22,213   25,213  22,213 
Goodwill  3,905  3,905   3,905  3,905 
Other assets  36,815  36,879   37,181  36,879 
Total assets $1,737,281 $1,652,958  $1,849,097 $1,652,958 
LIABILITIES  
Due to depositors:  
Non-interest bearing $41,029 $35,287  $38,396 $35,287 
Interest-bearing:  
Certificate of deposit accounts  557,818  543,330   573,474  543,330 
Passbook savings accounts  214,077  213,572   218,044  213,572 
Money market accounts  214,782  170,029   246,602  170,029 
NOW accounts  39,434  39,795   42,466  39,795 
Total interest-bearing deposits  1,026,111  966,726   1,080,586  966,726 
Mortgagors' escrow deposits  16,099  9,812   14,157  9,812 
Borrowed funds  493,159  493,164   553,147  493,164 
Other liabilities  25,258  16,583   22,426  16,583 
Total liabilities  1,601,656  1,521,572   1,708,712  1,521,572 
STOCKHOLDERS' EQUITY  
Preferred stock ($0.01 par value;
5,000,000 shares authorized)		  -  -   --  -- 
Common stock ($0.01 par value; 40,000,000 shares
authorized; 13,852,063 shares issued;
12,599,923 and 12,598,343 shares outstanding
at March 31, 2003 and December 31, 2002,
respectively)		  139  139 
Common stock ($0.01 par value; 40,000,000 shares authorized;
13,852,063;shares issued; 12,746,596 and 12,598,343
shares outstanding at September 30, 2003
and December 31, 2002, respectively)		  139  139 
Additional paid-in capital  47,453  47,208   49,773  47,208 
Treasury stock, at average cost (1,252,140 and
1,253,720 shares at March 31, 2003 and
December 31, 2002, respectively)		  (21,709) (21,733)
Treasury stock, at average cost (1,105,467 and 1,253,720 shares
at September 30, 2003 and December 31, 2002, respectively)		  (20,168) (21,733)
Unearned compensation  (7,473) (7,825)  (7,762) (7,825)
Retained earnings  112,908  109,208   117,168  109,208 
Accumulated other comprehensive income, net of taxes  4,307  4,389   1,235  4,389 
Total stockholders' equity  135,625  131,386   140,385  131,386 
Total liabilities and stockholders' equity $1,737,281 $1,652,958  $1,849,097 $1,652,958 

The accompanying notes are an integral part of these consolidated financial statements.statements

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income

For the three monthsFor the three monthsFor the nine months
ended March 31,
ended September 30,
(In thousands, except per share data)
(In thousands, except per share data)
2003
2002
(In thousands, except per share data)
2003
2002
2003
2002
(Unaudited)(Unaudited)
Interest and dividend income                
Interest and fees on loans $23,234 $21,801  $23,460 $22,858 $69,687 $67,173 
Interest and dividends on securities:  
Interest  4,091  4,096   4,552  3,775  13,255  11,899 
Dividends  34  36   79  36  169  107 
Other interest income  85  180   34  186  151  467 
Total interest and dividend income  27,444  26,113   28,125  26,855  83,262  79,646 
Interest expense  
Deposits  6,936  6,863   6,694  7,084  20,703  20,901 
Other interest expense  6,271  6,839   6,233  6,648  18,727  20,027 
Total interest expense  13,207  13,702   12,927  13,732  39,430  40,928 
Net interest income  14,237  12,411   15,198  13,123  43,832  38,718 
Provision for loan losses  -  -   --  --  --  -- 
Net interest income after provision for loan losses  14,237  12,411   15,198  13,123  43,832  38,718 
Non-interest income  
Other fee income  822  699   871  742  2,498  2,122 
Net gain (loss) on sales of securities and loans  46  20   101  84  252  (4,175)
Other income  737  667   690  650  2,165  2,019 
Total non-interest income  1,605  1,386   1,662  1,476  4,915  (34)
Non-interest expense  
Salaries and employee benefits  3,827  3,429   4,017  3,583  11,949  10,549 
Occupancy and equipment  667  655   799  694  2,205  2,023 
Professional services  691  696   758  551  2,134  1,944 
Data processing  410  373   530  377  1,350  1,126 
Depreciation and amortization of premises
and equipment		  256  257 
Other operating  1,398  1,091 
Depreciation and amortization  322  263  872  778 
Other operating expenses  1,496  1,445  4,551  3,967 
Total non-interest expense  7,249  6,501   7,922  6,913  23,061  20,387 
Income before income taxes  8,593  7,296   8,938  7,686  25,686  18,297 
Provision for income taxes  
Federal  2,572  2,263   2,620  2,203  7,637  5,609 
State and local  721  495   801  718  2,188  1,344 
Total provision for income taxes  3,293  2,758 
Total taxes  3,421  2,921  9,825  6,953 
Net income $5,300 $4,538  $5,517 $4,765 $15,861 $11,344 
Other comprehensive income, net of tax  
Unrealized gains (losses) on securities:  
Unrealized holding gains (losses) arising
during period		 $(97)$(917) $(2,855)$496 $(3,151)$(574)
Reclassification adjustments for (gains) losses
included in income		 15
-
   (13) --  (3) 2,358 
Net unrealized holding gains (losses)  (82) (917)  (2,868) 496  (3,154) 1,784 
Comprehensive net income $5,218 $3,621  $2,649 $5,261 $12,707 $13,128 
Basic earnings per share $0.47 $0.38   $0.48  $0.41  $1.40  $0.97 
Diluted earnings per share $0.45 $0.36   $0.46  $0.39  $1.34  $0.92 
Dividends per share $0.10 $0.09   $0.11  $0.09  $0.31  $0.27 

The accompanying notes are an integral part of these consolidated financial statements.

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows

For the three months endedFor the nine months ended
March 31,
September 30,
(In thousands)
(In thousands)
2003
2002
(In thousands)
2003
2002
(Unaudited)(Unaudited)
OPERATING ACTIVITIES          
Net income $5,300 $4,538  $15,861 $11,344 
Adjustments to reconcile net income to net cash provided by
operating activities:		  
Depreciation and amortization of bank premises
and equipment		  256  257   872  778 
Net (gain) loss on sales of securities  28  -- 
Net loss (gain) on sales of securities  (6) 4,366 
Net gain on sales of loans  (74) (20)  (246) (191)
Net gain on sales of real estate owned  --  (4)
Amortization of unearned premium, net of accretion
of unearned discount		  708  666   2,702  2,105 
Deferred income tax provision  (120) (107)
Deferred income tax benefit  1,753  897 
Deferred compensation  153  119   542  435 
Net increase (decrease) in other assets and liabilities  (1,174) 2,965 
Origination of loans held for sale  9,078  2,799 
Proceeds from sale of loans originated for sale  (9,078) (2,799)
Net decrease in other assets and liabilities  (1,836) (4,213)
Unearned compensation  348  274   1,148  907 
Net cash provided by operating activities  5,425  8,692   20,790  16,424 
INVESTING ACTIVITIES  
Purchases of bank premises and equipment  (241) (167)  (1,664) (654)
Net redemptions (purchases) of Federal Home Loan Bank shares  (250) 1,458 
Redemptions (purchases) of Federal
Home Loan Bank shares		  (3,000) 2,458 
Purchases of securities available for sale  (131,978) (49,306)  (366,481) (138,990)
Proceeds from sales and calls of securities available for sale  72  --   62,391  30,969 
Proceeds from maturities and prepayments of securities
available for sale		  40,628  30,434   155,324  99,002 
Proceeds from sale of non-performing loans  3,502  -- 
Net originations and repayment of loans  (14,109) (18,944)  (64,982) (89,722)
Purchases of loans  (619) (9,994)  (789) (10,106)
Proceeds from sales of real estate owned  --  97 
Net cash used by investing activities  (106,497) (46,519)  (215,699) (106,946)
FINANCING ACTIVITIES  
Net increase in non-interest bearing deposits  5,742  1,560   3,109  2,567 
Net increase in interest-bearing deposits  59,385  35,794   113,860  141,054 
Net increase in mortgagors' escrow deposits  6,287  6,476   4,345  4,493 
Proceeds from long-term borrowings  15,000  10,000 
Repayment of long-term borrowings  (15,005) (36,005)
Proceeds from long-term borrowed funds  130,000  50,000 
Repayment of long-term borrowed funds  (70,017) (70,265)
Purchases of treasury stock, net  (418) (6,698)  (3,644) (16,560)
Cash dividends paid  (1,140) (1,088)  (3,573) (3,201)
Net cash provided by financing activities  69,851  10,039   174,080  108,088 
Net decrease in cash and cash equivalents  (31,221) (27,788)
Net (decrease) increase in cash and cash equivalents  (20,829) 17,566 
Cash and cash equivalents, beginning of period  47,619  38,508   47,619  38,508 
Cash and cash equivalents, end of period $16,398 $10,720  $26,790 $56,074 
SUPPLEMENTAL CASH FLOW DISCLOSURE  
Interest paid $13,054 $13,620  $39,428 $40,562 
Income taxes paid  489  209   6,611  8,005 
Non-cash activities:  
Securities purchased not yet settled  10,000  --   9,851  5,000 

The accompanying notes are an integral part of these consolidated financial statements.

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’Stockholders' Equity
(Unaudited)
(Unaudited)

For the three months ended
(In thousands, except share data)
March 31, 2003
Common Stock
Balance, beginning of period$139
No activity--
         Balance, end of period$139
Additional Paid-In Capital
Balance, beginning of period$47,208
Award of shares released from Employee Benefit Trust
  (1,189 common shares)		14
Tax benefit of unearned compensation231
         Balance, end of period$47,453
Treasury Stock
Balance, beginning of period$(21,733)
Purchases of common shares outstanding (42,700 common shares)(744)
Repurchase of restricted stock awards (1,890 common shares)(32)
Forfeiture of restricted stock awards (1,030 common shares)(18)
Options exercised (47,200 common shares)818
         Balance, end of period$(21,709)
Unearned Compensation
Balance, beginning of period$(7,825)
Restricted stock award expense213
Forfeiture of restricted stock awards (1,030 common shares)18
Release of shares from Employee Benefit Trust
  (23,696 common shares)		121
         Balance, end of period$(7,473)
Retained Earnings
Balance, beginning of period$109,208
Net income5,300
Options exercised (47,200 common shares)(460)
Cash dividends declared and paid(1,140)
         Balance, end of period$112,908
Accumulated Other Comprehensive Income
Balance, beginning of period$4,389
Change in net unrealized gain, net of taxes of approximately
    $83 on securities available for sale		(97)
Less: Reclassification adjustment for losses included in net income,
    net of taxes of approximately $(13)		15
         Balance, end of period$4,307
For the nine months ended
(In thousands, except share data)
September 30, 2003
Common Stock    
Balance, beginning of period  $139 
No activity   -- 
         Balance, end of period  $139 
Additional Paid-In Capital  
Balance, beginning of period  $47,208 
Award of shares released from Employee Benefit Trust
    (3,347 common shares)		   48 
Restricted stock awards (54,375 common shares)   156 
Options exercised (400 shares)   -- 
Tax benefit of unearned compensation   2,361 
         Balance, end of period  $49,773 
Treasury Stock  
Balance, beginning of period  $(21,733)
Purchases of common shares outstanding
    (326,700 common shares)		   (6,652)
Repurchase of restricted stock awards
    (20,079 common shares)		   (417)
Restricted stock awards (54,375 common shares)   949 
Forfeiture of restricted stock awards (3,990 common shares)   (68)
Options exercised (444,497 common shares)   7,753 
         Balance, end of period  $(20,168)
Unearned Compensation  
Balance, beginning of period  $(7,825)
Restricted stock award expense   725 
Restricted stock awards (54,375 common shares)   (1,105)
Forfeiture of restricted stock awards (3,990 common shares)   68 
Release of shares from Employee Benefit Trust
    (73,385 common shares)		   375 
         Balance, end of period  $(7,762)
Retained Earnings  
Balance, beginning of period  $109,208 
Net income   15,861 
Options exercised (444,097 common shares)   (4,328)
Cash dividends declared and paid   (3,573)
         Balance, end of period  $117,168 
Accumulated Other Comprehensive Income  
Balance, beginning of period  $4,389 
Change in net unrealized gain, net of taxes of approximately
    $2,684 on securities available for sale		   (3,151)
Less: Reclassification adjustment for gains included in net income,
    net of taxes of approximately $(3)		   (3)
             Balance, end of period  $1,235 

The accompanying notes are an integral part of these consolidated financial statements.

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements

1.   Basis of Presentation

The primary business of Flushing Financial Corporation (the “Holding Company”) is the operation of its wholly ownedwholly-owned subsidiary, Flushing Savings Bank, FSB (the “Bank”"Bank"). The Holding Company also owns a special purpose business trust, Flushing Financial Capital Trust I (the “Trust”"Trust"). The consolidated financial statements presented in this Form 10-Q include the collective results of the Holding Company, the Trust and the Bank, (collectively the “Company”), but reflects principally the Bank’sBank's activities.

The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statementpresentation of the results for such periods of Flushing Financial Corporation and Subsidiaries (the “Company”"Company"). Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year.

Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals (“GAAP”principles in the United States of America ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”("SEC"). The interim financial information should be read in conjunction with the Company’sCompany's 2002 Annual Report on Form 10-K.

2.   Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

3.    Earnings Per Share

Basic earnings per share for the three-monththree and nine month periods ended March 31,September 30, 2003 and 2002 was computed by dividing net income by the total weighted average number of common shares outstanding, including only the vested portion of restricted stock awards. Diluted earnings per share includes the additional dilutive effect of stock options outstanding and the unvested portion of restricted stock awards during the period. Earnings per share has been computed based on the following:

Three Months EndedThree Months EndedNine Months Ended
March 31,
September 30,
(Amounts in thousands, except per share data)
(Amounts in thousands, except per share data)
2003
2002
(Amounts in thousands, except per share data)
2003
2002
2003
2002
Net income $5,300 $4,538   $5,517  $4,765  $15,861  $11,344 
Divided by:  
Weighted average common shares outstanding  11,194  11,970   11,403  11,491  11,323  11,715 
Weighted average common stock equivalents  473  571   474  579  476  560 
Total weighted average common shares & common stock equivalents  11,667  12,541   11,877  12,070  11,799  12,275 
Basic earnings per share $0.47 $0.38   $0.48  $0.41  $1.40  $0.97 
Diluted earnings per share $0.45 $0.36   $0.46  $0.39  $1.34  $0.92 
Dividends per share $0.10 $0.09   $0.11  $0.09  $0.31  $0.27 
Dividend payout ratio  21.28% 23.68%  22.92% 21.95% 22.14% 27.84%

Common stock equivalents that are antidilutive are not included in the computation of diluted earnings per share. Options to purchase 272,950600 shares at $18.70an average exercise price of $22.05 and 3,00089,100 shares at $16.88an average exercise price of $19.00, were not included in the computation of diluted earnings per share for the three months ended March 31,September 30, 2003 and 2002, respectively. Unvested restricted stock awards of 68,325300 shares at $18.63an average price of $22.05 and 1,50010,125 shares at $16.88an average price of $19.00, were not included in the computation of diluted earnings per share for the three months ended March 31,September 30, 2003 and 2002, respectivelyrespectively. Options to purchase 178,700 shares at an average exercise price of $20.33 and 274,400 shares at an average exercise price of $18.70 were not included in the computation of diluted earnings per share for the nine months ended September 30, 2003 and 2002, respectively. Unvested restricted stock awards of 54,525 shares at an average price of $20.26 and 68,875 shares at average price of $18.62 were not included in the computation of diluted earnings per share for the nine months ended September 30, 2003 and 2002, respectively.

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements

4.   Stock Option Plans

As permitted by SFAS No. 123, “Accounting"Accounting for Stock-Based Compensation”Compensation", the Company has chosen to apply APB Opinion No. 25, “Accounting"Accounting for Stock Issued to Employees”Employees" and related Interpretations in accounting for its Stock Option Plan. Accordingly, no compensation expense has been recognized for options granted under the Stock Option Plan. Compensation expense is recognized in the financial statements for restricted stock awards. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No.123 to all stock-based employee compensation. However, the present impact of SFAS No. 123 may not be representative of the effect on income in future periods because the options vest over several years and additional option grants may be made each year.

Three Months endedThree months endedNine Months ended
March 31,
September 30,
(Dollars in thousands, except per share data)
(Dollars in thousands, except per share data)
2003
2002
(Dollars in thousands, except per share data)
2003
2002
2003
2002
Net income, as reported $5,300 $4,538   $5,517  $4,765  $15,861  $11,344 
Add: Stock-based employee compensation expense
included in reported net income, net of
related tax effects		  132  93   170  136  513  359 
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of related tax effects		  (278) (203)  (365) (284) (1,043) (733)
Pro forma net income $5,154 $4,428   $5,322  $4,617  $15,331  $10,970 
Basic earnings per share:  
As reported $0.47 $0.38   $0.48  $0.41  $1.40  $0.97 
Pro forma $0.46 $0.37   $0.47  $0.40  $1.35  $0.94 
Diluted earnings per share:  
As reported $0.45 $0.36   0.46  0.39  1.34  0.92 
Pro forma $0.44 $0.35   0.45  0.38  1.30  0.89 

There were stock option grants of 600 shares of common stock, at an exercise price of $22.05, and restricted stock grants of 300 shares of common stock, at a price of $22.05, granted in the three-month period ended September 30, 2003. There were no such grants in the three-month period ended September 30, 2002.

There were stock option grants of 178,700 shares of common stock, at an average exercise price of $20.33, and 275,000 shares of common stock, at an average exercise price of $18.70 granted in either of the three-monthnine-month periods ended March 31,September 30, 2003 and 2002.2002, respectively. There were restricted stock grants of 54,525 shares of common stock, at an average price of $20.26, and 69,075 shares of common stock, at an average price of $18.62 granted in the nine-month periods ended September 30, 2003 and 2002, respectively.

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

GENERAL

Flushing Financial Corporation, a Delaware corporation (the “Holding Company”(the"Holding Company"), was organized in May 1994 to serve as the holding company for Flushing Savings Bank, FSB (the “Bank”"Bank"), a federally chartered, FDIC insured savings institution, originally organized in 1929. The Holding Company also owns a special purpose business trust, Flushing Financial Capital Trust I (“Trust”("Trust"). The Bank is a consumer-oriented savings institution and conducts its business through teneleven banking offices located in Queens, Brooklyn, Manhattan, Bronx and Nassau County. Flushing Financial Corporation’sCorporation's common stock is publicly traded on the Nasdaq National Market under the symbol “FFIC”symbol"FFIC". The following discussion of financial condition and results of operations includes the collective results of the Holding Company, the Bank and the Trust (collectively, the “Company”the"Company"), but reflects principally the Bank’sBank's activities.

The Company’sCompany's principal business is attracting retail deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, primarily in (1) origination and purchases of one-to-four family residential real estate loans (focusing on mixed-use properties —- properties that contain both residential dwelling units and commercial units), multi-family income-producing property loans and commercial real estate loans; (2) mortgage loan surrogates such as mortgage-backed securities; and (3) U.S. government and federal agency securities, corporate fixed-income securities and other marketable securities. To a lesser extent, the Company originates certain other loans, including construction loans, Small Business Administration loans and commercial business and consumer loans.

The Company’sCompany's results of operations depend primarily on net interest income, which is the difference between the income earned on its interest-earning assets and the cost of its interest-bearing liabilities. Net interest income is the result of the Company’sCompany's interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. The Company also generates non-interest income from loan fees, service charges on deposit accounts, mortgage servicing fees, late charges and other fees, income earned on Bank Owned Life Insurance, dividends on Federal Home Loan Bank of NY (“FHLB-NY”("FHLB-NY") stock and net gains and losses on sales of securities and loans. The Company’sCompany's operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. The Company’sCompany's results of operations also can be significantly affected by its periodic provision for loan losses and specific provision for losses on real estate owned. Such results also are significantly affected by general economic and competitive conditions, including changes in market interest rates, the strength of the local economy, government policies and actions of regulatory authorities.

On October 14, 2003, the Bank opened its 11th branch, which is a traditional full-service branch, on 30th Avenue in Astoria, Queens.

Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, the factors set forth in the second preceding paragraph and elsewhere in this Quarterly Report, and in other documents filed by the Company with the Securities and Exchange Commission from time to time, including, without limitation, the Company’sCompany's 2002 Annual Report to Stockholders and its SEC Report on Form 10-K for the year ended December 31, 2002. Forward-looking statements may be identified by terms such as “may”as"may", “will”"will", “should”"should", “could”"could", “expects”"expects","plans","intends", “plans”"anticipates", “intends”"believes", “anticipates”"estimates", “believes”"predicts", “estimates”"forecasts", “predicts”, “forecasts”, “potential” or “continue”"potential" or"continue" or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements.

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PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31,
SEPTEMBER 30, 2003 AND 2002

General.Diluted earnings per share increased 25.0%$0.07, or 17.9%, to $0.45$0.46 for the three months ended March 31,September 30, 2003 from $0.36$0.39 for the three months ended March 31,September 30, 2002. Net income increased $0.8$0.7 million, or 16.8%15.8%, to $5.3$5.5 million for the three months ended March 31,September 30, 2003 from $4.5$4.8 million for the three months ended March 31,September 30, 2002. The return on average assets for the three months ended March 31, 2003 increased to 1.25% compared towas 1.20% for the three months ended March 31,September 30, 2003 and September 30, 2002, while the return on average equity for the three months ended March 31,September 30, 2003 increased to 16.15%16.28% from 13.75%14.87% for the three months ended March 31,September 30, 2002.

Interest Income.Total interest and dividend income increased $1.3$1.2 million, or 5.1%4.7%, to $27.4$28.1 million for the three months ended March 31,September 30, 2003 from $26.1$26.9 million for the three months ended March 31,September 30, 2002. This increase was primarily the result of a $158.7$242.2 million increase in the average balance of interest-earning assets for the three months ended March 31,September 30, 2003 as compared to the three months ended March 31,September 30, 2002. The average balance of mortgage loans, net and mortgage-backed securities increased $98.5$71.9 million and $95.2$209.0 million, respectively, for the three months ended March 31,September 30, 2003 as compared to the three months ended March 31,September 30, 2002. These increases were partially offset by decreasesan $11.0 million and a $29.2 million decrease in the average balance of other securities and interest earning deposits and federal funds sold, of $24.4 million and $13.1 million, respectively.respectively, for the three months ended September 30, 2003 compared to the three months ended September 30, 2002. The yield on interest-earning assets declined 4072 basis points to 6.94%6.49% for the three months ended March 31,September 30, 2003 from 7.34%7.21% for the three months ended March 31,September 30, 2002. This decrease is primarily due to the declining interest rate environment experienced during the past two years, the effect of which further lowered the yield on assets in the first quarter ofduring 2003. OurWe continued our focus on the origination of higher yielding multi-family residential and commercial real estate mortgage loans, along with the origination of mixed-use property one-to-four family residential mortgage loans, which allowed us to maintain a higher yield on our loan portfolio than we would have otherwise experienced. The yield on mortgage loans reflects the high refinancing activity that has occurred during the current year. The Bank's existing borrowers have been refinancing their higher costing mortgage loans at the current lower rates, which has resulted in a decrease on the yield of the mortgage portfolio. This decrease has been partially offset by prepayment penalties that have been collected. However, the increase in the lower-yielding mortgage-backed securities portfolio, while increasing interest income, reduced the yield on total interest-earning assets.

Interest Expense.Interest expense decreased $0.5$0.8 million, or 3.6%5.9%, to $13.2$12.9 million for the three months ended March 31,September 30, 2003 from $13.7 million for the three months ended March 31,September 30, 2002, primarily due to a 5774 basis point decline in the cost of interest-bearing liabilities to 3.53%3.16% in the three months ended March 31,September 30, 2003 from 4.10%3.90% in the three months ended March 31,September 30, 2002. This decrease was partially offset by a $158.8$229.1 million increase in the average balance of interest-bearing liabilities. The decrease in the cost of funds is primarily due to the declining interest rate environment experienced during the past two years, the effect of which further lowered the cost of funds in the firstthird quarter of 2003. This was coupled with an increase in the average balance of lower costing core deposits. This marks the tenthtwelfth consecutive quarter that the cost of funds has declined.

Net Interest Income.For the three months ended March 31,September 30, 2003, net interest income increased $1.8$2.1 million, or 14.7%15.8%, to $14.2$15.2 million from $12.4$13.1 million in the three months ended March 31,September 30, 2002. This increase in net interest income is primarily due to a $158.7$242.2 million increase in the average balance of interest-earning assets, combined with a 17two basis point increase in the net interest spread. The net interest margin increased 11decreased one basis pointspoint to 3.60%3.51% for the three months ended March 31,September 30, 2003 from 3.49%3.52% for the three months ended March 31,September 30, 2002. This decline is attributed to the growth in the average balance of interest-earning assets.

-8-

PART I - FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Provision for Loan Losses.There was no provision for loan losses for the three-month periods ended March 31,September 30, 2003 and 2002. In assessing the adequacy of the Company’sCompany's allowance for loan losses, management considers the Company’sCompany's historical loss experience, recent trends in losses, collection policies and collection experience, trends in the volume of non-performing loans, changes in the composition and volume of the gross loan portfolio, and local and national economic conditions. Based on these reviews, no provision for loan losses was deemed necessary for either of the three-month periods ended March 31,September 30, 2003 and 2002.

Non-Interest Income.Total non-interestNon-interest income increased $0.2 million or 15.8%, to $1.6$1.7 million for the three months ended March 31,September 30, 2003 from $1.4$1.5 million for the three months ended March 31,September 30, 2002. This increase is primarily attributed to higher income froman increase in loan fees and banking services.

-8-

PART I — FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operationsservice fees.

Non-Interest Expense.Non-interest expense was $7.2$7.9 million for the three months ended March 31,September 30, 2003, an increase of $0.7$1.0 million, or 11.5%14.6%, from $6.5$6.9 million for the three months ended March 31,September 30, 2002. The increase from the prior year period is attributable to the Bank’sBank's continued focus on expanding its current product offerings to enhance its ability to serve its customers. This resultedIncreases were seen in increases in salariespersonnel and benefits, promotion, trainingother expense areas, as we focused on loan and loan origination costs.deposit growth. Management continues to monitor expenditures resulting in an improvement in the efficiency ratio to 45.7%ratios of 47.06% and 47.38% for the three months ended March 31,September 30, 2003 from 47.1% for the three months ended March 31, 2002.and 2002, respectively.

Income before Income Taxes.Total income   Income before the provision for income taxes increased $1.3approximately $1.2 million or 17.8%, to $8.6$8.9 million for the three months ended March 31,September 30, 2003 as compared to $7.3$7.7 million for the three months ended March 31,September 30, 2002, for the reasons stateddiscussed above.

Provision For Income Taxes.Income tax expense increased $0.5 million to $3.3was $3.4 million for the three months ended March 31,September 30, 2003 as compared to $2.8$2.9 million for the three months ended March 31, 2002September 30, 2002. This increase is due to the $1.3$1.2 million increase in income before income taxes. The effective rate was 38.3%38.27% for the three months ended March 31,September 30, 2003 compared to 37.8%38.00% for the three months ended March 31,September 30, 2002.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003 AND 2002

General.   Diluted earnings per share increased $0.42, or 45.7%, to $1.34 for the nine months ended September 30, 2003 from $0.92 for the nine months ended September 30, 2002. Net income for the nine months ended September 30, 2003 increased $4.5 million, or 39.8%, to $15.9 million from the $11.3 million reported for the nine months ended September 30, 2002. The return on average assets for the nine months ended September 30, 2003 was 1.19% compared to 0.98% for the nine months ended September 30, 2002, while the return on average equity for the nine months ended September 30, 2003 was 15.70% compared to 11.64% for the nine months ended September 30, 2002. The nine months ended September 30, 2002 included an after-tax writedown of $2.6 million, or $0.22 per diluted share, due to the impairment of the Bank's investment in a WorldCom, Inc. senior note. Excluding this impairment writedown, net income for the nine months ended September 30, 2002 would have been $13.9 million, or $1.14 per diluted share, and diluted earnings per share would have increased 17.5% for the nine months ended September 30, 2003 compared to the comparable prior year period. Return on average assets and return on average equity, excluding the impairment charge, would have been 1.20% and 14.31%, respectively, for the nine months ended September 30, 2002.

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PART I - FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Interest Income.   Total interest and dividend income increased $3.7 million, or 4.5%, to $83.3 million for the nine months ended September 30, 2003 from $79.6 million for the nine months ended September 30, 2002. This increase was primarily the result of a $205.5 million increase in the average balance of interest-earning assets for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The average balance of mortgage loans, net, and mortgage-backed securities increased $81.9 million and $158.1 million, respectively, for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. These increases were partially offset by an $18.2 million and an $18.0 million decrease in the average balance of other securities and interest-earning deposits and federal funds sold, respectively, for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002. The yield on interest-earning assets declined 62 basis points to 6.68% for the nine months ended September 30, 2003 from 7.30% for the nine months ended September 30, 2002. This decrease is primarily due to the declining interest rate environment experienced during the past two years, the effect of which further lowered the yield on assets during the first nine months of 2003. Our focus on the origination of higher yielding multi-family residential and commercial real estate mortgage loans, along with the origination of mixed-use property one-to-four family residential mortgage loans, allowed us to maintain a higher yield on our loan portfolio than we would have otherwise experienced. In addition, the increase in the average balance of the lower-yielding mortgage-backed securities portfolio, while increasing interest income, reduced the yield on total interest-earning assets.

Interest Expense.   Interest expense decreased $1.5 million, or 3.7%, to $39.4 million for the nine months ended September 30, 2003 from $40.9 million for the nine months ended September 30, 2002, primarily due to a 64 basis point decline in the cost of interest-bearing liabilities to 3.35% in the nine months ended September 30, 2003 from 3.99% in the nine months ended September 30, 2002. This decrease was partially offset by a $199.7 million increase in the average balance of interest-bearing liabilities. The decrease in the cost of funds is primarily due to the declining interest rate environment experienced during the past two years, the effect of which further lowered the cost of funds during the first nine months of 2003. This was coupled with an increase in the average balance of lower costing core deposits.

Net Interest Income.   For the nine months ended September 30, 2003, net interest income increased $5.1 million, or 13.2%, to $43.8 million from $38.7 million in the nine months ended September 30, 2002. This increase in net interest income is primarily due to a $205.5 million increase in the average balance of interest-earning assets. The net interest margin decreased three basis points to 3.52% for the nine months ended September 30, 2003 from 3.55% for the nine months ended September 30, 2002, due to the increase in the average balance of interest-earning assets.

Provision for Loan Losses.   There was no provision for loan losses for the nine-month periods ended September 30, 2003 and 2002. In assessing the adequacy of the Company's allowance for loan losses, management considers the Company's historical loss experience, recent trends in losses, collection policies and collection experience, trends in the volume of non-performing loans, changes in the composition and volume of the gross loan portfolio, and local and national economic conditions. Based on these reviews, no provision for loan losses was deemed necessary for either of the nine-month periods ended September 30, 2003 and 2002.

Non-Interest Income.   Non-interest income increased $4.9 million to $4.9 million for the nine months ended September 30, 2003 from a net loss of $34,000 for the nine months ended September 30, 2002. The increase is primarily due to the $4.4 million pretax impairment writedown of the Bank's investment in a WorldCom, Inc. senior note recorded in the nine-month period ended September 30, 2002. Loan fees and banking services fees increased $0.4 million for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.

Non-Interest Expense.   Non-interest expense was $23.1 million for the nine months ended September 30, 2003, an increase of $2.7 million, or 13.1%, from $20.4 million for the nine months ended September 30, 2002. The increase from the prior year period is attributable to the Bank's continued focus on expanding its current product offerings to enhance its ability to serve its customers. Increases were seen in personnel and other expense areas, as we focused on loan and deposit growth. Salaries and benefits also increased due to the increase in our stock price, as certain employee compensation is tied to our stock price, which increased approximately 27% in the nine months ended September 30, 2003. Management continues to monitor expenditures resulting in efficiency ratios to 47.31% and 47.38% for the nine months ended September 30, 2003 and 2002, respectively.

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PART I - FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Income before Income Taxes.   Income before the provision for income taxes increased $7.4 million, or 40.4%, to $25.7 million for the nine months ended September 30, 2003 as compared to $18.3 million for the nine months ended September 30, 2002, for the reasons discussed above.

Provision For Income Taxes.   Income tax expense was $9.8 million for the nine months ended September 30, 2003 compared to $7.0 million for the nine months ended September 30, 2002. This increase is due to the $7.4 million increase in income before income taxes. The effective rate was 38.25% for the nine months ended September 30, 2003 compared to 38.00% for the nine months ended September 30, 2002.

RECONCILIATION OF NON-GAAP FINANCIAL AMOUNTS AND RATIOS

The preceding discussions include prior year comparable periods that included an after-tax impairment writedown of $2.6 million relating to the Bank's investment in a WorldCom, Inc. senior note. Comparisons of the current year nine-month period to the prior year period were made excluding this writedown in the prior year period. Management believes that this impairment writedown was a one-time event that is not likely to be repeated, and is therefore not indicative of the ongoing operating results of the Company. Excluding this writedown, in our view, presents a better comparison of the Company's ongoing operating results. A reconciliation of amounts and financial ratios of the Company as reported in its financial statements to the adjusted amounts and financial ratios, which exclude this impairment writedown, is shown below.

Nine Months Ended
(Dollars in thousands, except per share data)
September 30, 2002
Net income as reported$11,344
Impairment writedown4,429
Income tax benefit(1,849)
Adjusted net income$13,924

Basic earnings per share		$0.97
Impairment writedown0.22
Adjusted basic earnings per share$1.19

Diluted earnings per share		$0.92
Impairment writedown0.22
Adjusted diluted earnings per share$1.14

Non-interest income		$(34)
Impairment writedown4,429
Adjusted non-interest income$4,395

Return on average assets		0.98%
Impairment writedown0.22%
Adjusted return on average assets1.20%

Return on average equity		11.64%
Impairment writedown2.67%
Adjusted return on average equity14.31%


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PART I - FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations

FINANCIAL CONDITION

Assets.Total assets at March 31,September 30, 2003 were $1,737.3$1,849.1 million, an $84.3a $196.1 million increase from December 31, 2002. During the threenine months ended March 31,September 30, 2003, loan originations and purchases were $42.3$124.4 million for multi-family real estate loans, $19.6$72.3 million for commercial real estate loans, $15.5$58.4 million for mixed-use property one-to-four family residential real estate loans, $9.8$15.2 million for conventional one-to-four family residential real estate loans, and $3.7$12.8 million in construction loans. For the first threenine months of 2002, loan originations and purchases were $37.9$108.4 million for multi-family real estate loans, $15.4$57.0 million for commercial real estate loans, $17.3$52.1 million for mixed-use property one-to-four family residential real estate loans, $5.9$13.3 million for conventional one-to-four family residential real estate loans, and $4.1$9.6 million in construction loans. Total loans increased $14.7$62.4 million during the threenine months ended March 31,September 30, 2003 to $1,184.3$1,232.0 million from $1,169.6 million at December 31, 2002. At September 30, 2003, loans in process totaled $210.6 million.

As the Company continues to increase its loan portfolio, management continues to adhere to the Bank’sBank's strict underwriting standards. As a result, the Company has been able to minimize charge-offs of losses from impaired loans and maintain asset quality. Non-performing assets were $2.0$1.7 million at March 31,September 30, 2003 compared to $4.3 million at December 31, 2002 and $2.1$4.7 million at March 31,September 30, 2002. Total non-performing assets as a percentage of total assets were 0.12%0.09% at March 31,September 30, 2003 compared to 0.26% at December 31, 20012002 and 0.14%0.29% at March 31,September 30, 2002. The ratio of allowance for loan losses to total non-performing loans was 501%387% at March 31,September 30, 2003 compared to 183% at December 31, 2002 and 327%165% at March 31,September 30, 2002.

Mortgage-backed securities increased $80.2$139.1 million to $399.5$458.4 million at March 31,September 30, 2003, while other securities increased $20.2$11.0 million to $59.9$50.8 million at March 31,September 30, 2003. Funds not used during the quarternine months ended September 30, 2003 for future loan originations have been invested in readily marketable mortgage-backed securities and shorter-term investment securities to provide readily available funding for future loan originations. In addition, due to the attractive low rates available for medium-term borrowings, the Company borrowed $60.0 million in June 2003 and invested the proceeds in mortgage-backed securities with an initial spread of approximately 180 basis points. During the three months ended September 30, 2003, the Bank sold its investment in a WorldCom, Inc. senior note. The gain realized on this sale was offset by losses realized on the sale of $35.9 million of lower-yielding mortgage-backed securities. The proceeds from these sales were invested in mortgage-backed securities which provide a higher yield than those sold. Other securities primarily consists of securities issued by government agencies and mutual or bond funds that invest in government and government agency securities. At March 31, 2003, loans in process totaled $161.4 million.

Liabilities.Total liabilities increased $80.1$187.1 million to $1,601.7$1,708.7 million at March 31,September 30, 2003 from $1,521.6 million at December 31, 2002. During the three months ended March 31, 2003, dueDue to depositors increased $65.1$117.0 million as certificate of deposit accounts increased $14.5$30.1 million while lower costing core deposits increased $50.6$86.9 million. As a result ofBorrowed funds increased $60.0 million during the increase in deposits, borrowed funds were $493.2nine months ended September 30, 2003.

Equity.   Total stockholders' equity increased $9.0 million to $140.4 million at March 31, 2003, the same as December 31, 2002.

-9-

PART I — FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Equity.Total stockholders’ equity increased $4.2 million to $135.6 million at March 31,September 30, 2003 from $131.4 million at December 31, 2002. Net income of $5.3$15.9 million for the threenine months ended March 31,September 30, 2003 was partially offset by $1.1$6.7 million in treasury shares purchased through the Company's stock repurchase plan, $3.6 million in cash dividends paid during the same three-month period.nine month period and a net after-tax decline of $3.2 million in the market value of securities available for sale. In addition, the exercise of stock options increased stockholders' equity by $5.6 million, including the income tax benefit realized by the Company upon the exercise of stock options. Book value per share was $10.76$11.01 per share at March 31,September 30, 2003 compared to $10.43 per share at December 31, 20012002 and $9.90$10.11 at March 31,September 30, 2002.

Under its stock repurchase program, the Company repurchased 42,700326,700 shares for the threenine months ended March 31,September 30, 2003, at a total cost of $0.7$6.7 million, or an average of $17.43$20.36 per share. At March 31,September 30, 2003, 587,300303,300 shares remain to be repurchased under the current stock repurchase program.

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PART I - FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Cash flow.During the threenine months ended March 31,September 30, 2003, funds provided by the Company’sCompany's operating activities amounted to $5.4$20.8 million. These funds, together with $69.9$174.1 million provided by financing activities and funds available at the beginning of the year, were utilized to fund net investing activities of $106.5$215.7 million. The Company’sCompany's primary business objective is the origination and purchase of 1-4one-to-four family residential (primarily mixed-use properties), multi-family and commercial real estate loans. During the threenine months ended March 31,September 30, 2003, the net total of loan originations less loan repayments was $14.1$65.0 million, and the total amount of real estate loans purchased was $0.6$0.8 million. The Company also invests in other securities including mortgage loan surrogates such as mortgage-backed securities. During the threenine months ended March 31,September 30, 2003, the Company purchased a total of $132.0$366.5 million in securities available for sale. Funds for investment were also provided by $40.6$217.7 million in maturities, prepayments, calls and prepaymentssales of securities available for sale. Additional funds of $5.6 million were provided through the exercise of stock options, including the income tax benefit realized by the Company upon the exercise of stock options. The Company also used funds of $0.4$6.7 million for net treasury stock repurchases and $1.1$3.6 million in dividend payments during the threenine months ended March 31,September 30, 2003.

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PART I — FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

INTEREST RATE RISK

The consolidated statements of financial position have been prepared in accordance with generally accepted accounting principles in the United States of America, which requiresrequire the measurement of financial position and operating results in terms of historical dollars without considering the changes in fair value of certain investments due to changes in interest rates. Generally, the fair value of financial investments such as loans and securities fluctuates inversely with changes in interest rates. As a result, increases in interest rates could result in decreases in the fair value of the Company’sCompany's interest-earning assets which could adversely affect the Company’sCompany's results of operation if such assets were sold, or, in the case of securities classified as available-for-sale, decreases in the Company’s stockholders’Company's stockholders' equity, if such securities were retained.

The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management prepares the “Earningsthe"Earnings and Economic Exposure to Changes In Interest Rate”Rate" report for review by the Board of Directors, as summarized below. This report quantifies the potential changes in net interest income and net portfolio value should interest rates go up or down (shocked) 300 basis points, assuming the yield curves of the rate shocks will be parallel to each other. Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. All changes in income and value are measured as percentage changes from the projected net interest income and net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at March 31,September 30, 2003. Various estimates regarding prepayment assumptions are made at each level of rate shock. Actual results could differ significantly from these estimates. The Company is within the guidelines set forth by the Board of Directors for each interest rate level.

Projected Percentage Change In
Net InterestNet Portfolio
Change in Interest Rate
Income
Net Portfolio Value
Value Ratio
-300 Basis points  -14.22% -29.09%  6.33%
-200 Basis points  -6.48  -19.71   7.26 
-100 Basis points  -2.44  -8.48   8.38 
Base interest rate  --  --   9.29 
+100 Basis points  -1.18  -3.96   9.12 
+200 Basis points  -3.93  -14.42   8.35 
+300 Basis points  -7.96  -28.21   7.22 

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Projected Percentage Change In
Net InterestNetNet Portfolio
Change in Interest Rate
Income
Portfolio Value
Value Ratio
-300 Basis points   -19.75% 7.00% -25.61%
-200 Basis points   -8.76  8.03  -15.43 
-100 Basis points   -1.33  9.32  -2.82 
Base interest rate   -  9.75  -- 
+100 Basis points   -2.66  9.25  -7.57 
+200 Basis points   -6.64  8.42  -18.16 
+300 Basis points   -11.78  7.33  -30.83 


-13-

PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

REGULATORY CAPITAL POSITION

Under Office of Thrift Supervision ("OTS") capital regulations, the Bank is required to comply with each of three separate capital adequacy standards. At March 31,September 30, 2003, the Bank exceeded each of the three OTS capital requirements and is categorized as "well-capitalized" by the OTS under the prompt corrective action regulations. Set forth below is a summary of the Bank's compliance with OTS capital standards as of March 31,September 30, 2003.

(Dollars in thousands)
Amount
Percent of Assets
Tangible Capital:      
     Capital level  $131,407  7.66%
     Requirement   25,717  1.50 
     Excess  $105,690  6.16 

Leverage and Core Capital:		  
     Capital level  $131,407  7.66%
     Requirement   51,434  3.00 
     Excess  $79,973  4.66 

Risk-Based Capital:		  
     Capital level  $137,996  14.41%
     Requirement   76,624  8.00 
     Excess  $61,372  6.41 

-12-

(Dollars in thousands)
Amount
Percent of Assets
Tangible Capital:      
     Capital level   $144,510  7.88%
     Requirement   27,507  1.50 
     Excess   $117,003  6.38 

Leverage and Core Capital:		  
     Capital level   $144,510  7.88%
     Requirement   55,014  3.00 
     Excess   $89,496  4.88 

Risk-Based Capital:		  
     Capital level   $151,065  14.65%
     Requirement   82,476  8.00 
     Excess   $68,589  6.65 


-14-

PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

AVERAGE BALANCES

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. The following table sets forth certain information relating to the Company’sCompany's consolidated statements of financial condition and consolidated statements of operations for the three-monththree month periods ended March 31,September 30, 2003 and 2002, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.

For the three months ended March 31,
2003
2002
AverageAverageAverageAverage
(Dollars in thousands)
Balance
Interest
Yield/Cost
Balance
Interest
Yield/Cost
Assets              
Interest-earning assets:  
   Mortgage loans, net  $1,167,631 $23,090  7.91%$1,069,122 $21,692  8.12%
   Other loans, net   8,815  144  6.53  6,295  109  6.93 
      Total loans, net   1,176,446  23,234  7.90  1,075,417  21,801  8.11 
   Mortgage-backed securities   332,239  3,766  4.53  237,049  3,435  5.80 
   Other securities   42,395  359  3.39  66,831  697  4.17 
      Total securities   374,634  4,125  4.40  303,880  4,132  5.44 
   Interest-earning deposits
     and federal funds sold		   31,136  85  1.09  44,211  180  1.63 
        Total interest-earning assets   1,582,216  27,444  6.94  1,423,508  26,113  7.34 
Other assets   110,857        90,201       
        Total assets  $1,693,073       $1,513,709       
Liabilities and Equity  
Interest-bearing liabilities:  
   Passbook accounts  $214,143  526  0.98 $199,939  850  1.70 
   NOW accounts   39,205  73  0.74  33,655  83  0.99 
   Money market accounts   186,479  1,070  2.30  100,920  592  2.35 
   Certificate of deposit accounts   551,721  5,244  3.80  474,484  5,320  4.48 
      Total due to depositors   991,548  6,913  2.79  808,998  6,845  3.38 
   Mortgagors' escrow deposits   12,251  23  0.75  12,959  18  0.56 
      Total deposits   1,003,799  6,936  2.76  821,957  6,863  3.34 
   Borrowed funds   491,883  6,271  5.10  514,877  6,839  5.31 
        Total interest-bearing
          liabilities		   1,495,682  13,207  3.53  1,336,834  13,702  4.10 
Non-interest bearing deposits   33,607        27,682       
Other liabilities   32,481        17,222       
        Total liabilities   1,561,770        1,381,738       
Equity   131,303        131,971       
        Total liabilities and equity  $1,693,073       $1,513,709       
Net interest income /
   net interest spread		     $14,237  3.41%   $12,411  3.24%
Net interest-earning assets /
   Net interest margin		  $86,534     3.60%$86,674     3.49%
Ratio of interest-earning assets to
   interest-bearing liabilities		         1.06x       1.06x

-13-

For the three months ended September 30,
2003
2002
AverageAverageAverageAverage
(Dollars in thousands)
Balance
Interest
Yield/Cost
Balance
Interest
Yield/Cost
 Assets                
Interest-earning assets:  
    Mortgage loans, net  $1,208,638 $23,328  7.72%   $1,136,716 $22,717  7.99%
    Other loans, net   9,361  132  5.64     7,878  141  7.16 
       Total loans, net   1,217,999  23,460  7.70     1,144,594  22,858  7.99 
    Mortgage-backed securities   451,649  4,242  3.76     242,663  3,268  5.39 
    Other securities   47,188  389  3.30     58,176  543  3.73 
       Total securities   498,837  4,631  3.71     300,839  3,811  5.07 
    Interest-earning deposits and  
      federal funds sold   16,148  34  0.84     45,353  186  1.64 
          Total interest-earning assets   1,732,984  28,125  6.49     1,490,786  26,855  7.21��
Other assets   110,183           102,726       
          Total assets   1,843,167          $1,593,512       
Liabilities and Equity  
Interest-bearing liabilities:  
       Passbook accounts  $220,425  310  0.56    $211,960  753  1.42 
       NOW accounts   40,995  57  0.56     36,379  75  0.82 
       Money market accounts   238,919  1,135  1.90     125,857  727  2.31 
       Certificate of deposit accounts   573,865  5,179  3.61     521,154  5,520  4.24 
          Total due to depositors   1,074,204  6,681  2.49     895,350  7,075  3.16 
       Mortgagors' escrow deposits   11,921  13  0.44     12,653  9  0.28 
          Total deposits   1,086,125  6,694  2.47     908,003  7,084  3.12 
       Borrowed funds   551,954  6,233  4.52     500,943  6,648  5.31 
          Total interest-bearing  
             liabilities   1,638,079  12,927  3.16     1,408,946  13,732  3.90 
Non-interest bearing deposits   37,048           29,577       
Other liabilities   32,521           26,785       
          Total liabilities   1,707,648           1,465,308       
Equity   135,519           128,204       
          Total liabilities and equity  $1,843,167          $1,593,512       
Net interest income/net interest spread     $15,198  3.33%      $13,123  3.31%
Net interest-earning assets /  
    Net interest margin  $94,905     3.51%   $81,840     3.52%
Ratio of interest-earning assets to  
    interest-bearing liabilities         1.06X          1.06X


-15-

PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

LOANSAVERAGE BALANCES (continued)

The following table sets forth certain information relating to the Company's consolidated statements of financial condition and consolidated statements of operations for the nine month periods ended September 30, 2003 and 2002, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.

For the nine months ended September 30,
2003
2002
AverageAverageAverageAverage
(Dollars in thousands)
Balance
Interest
Yield/Cost
Balance
Interest
Yield/Cost
 Assets                
Interest-earning assets:  
    Mortgage loans, net  $1,186,687 $69,276  7.78%   $1,104,739 $66,795  8.06%
    Other loans, net   8,678  411  6.31     7,039  378  7.16 
       Total loans, net   1,195,365  69,687  7.77     1,111,778  67,173  8.06 
    Mortgage-backed securities   396,402  12,179  4.10     238,263  10,019  5.61 
    Other securities   49,307  1,245  3.37     67,494  1,987  3.93 
       Total securities   445,709  13,424  4.02     305,757  12,006  5.24 
    Interest-earning deposits and  
      federal funds sold   19,666  151  1.02     37,685  467  1.65 
          Total interest-earning assets   1,660,740  83,262  6.68     1,455,220  79,646  7.30 
Other assets   110,519           93,092       
          Total assets   1,771,259          $1,548,312       
Liabilities and Equity  
Interest-bearing liabilities:  
       Passbook accounts  $217,407  1,339  0.82    $206,791  2,498  1.61 
       NOW accounts   39,754  203  0.68     35,340  248  0.94 
       Money market accounts   218,534  3,448  2.10     113,682  2,000  2.35 
       Certificate of deposit accounts   564,317  15,664  3.70     495,525  16,114  4.34 
          Total due to depositors   1,040,012  20,654  2.65     851,338  20,860  3.27 
       Mortgagors' escrow deposits   14,243  49  0.46     14,548  41  0.38 
          Total deposits   1,054,255  20,703  2.62     865,886  20,901  3.22 
       Borrowed funds   514,672  18,727  4.85     503,317  20,027  5.31 
          Total interest-bearing  
             liabilities   1,568,927  39,430  3.35     1,369,203  40,928  3.99 
Non-interest bearing deposits   35,503           29,273       
Other liabilities   32,121           19,926       
          Total liabilities   1,636,551           1,418,402       
Equity   134,708           129,910       
          Total liabilities and equity  $1,771,259          $1,548,312       
Net interest income/net interest spread     $43,832  3.33%      $38,718  3.31%
Net interest-earning assets /  
    Net interest margin  $91,813     3.52%   $86,017     3.55%
Ratio of interest-earning assets to  
    interest-bearing liabilities         1.06X          1.06X
-16-

PART I - FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations

The following table sets forth the Company’sCompany's loan originations (including the net effect of refinancing) and the changes in the Company’sCompany's portfolio of loans, including purchases, sales and principal reductions for the periods indicated.

Three Months Ended
(In thousands)
March 31, 2003
March 31, 2002
Mortgage Loans      
At beginning of period  $1,166,192 $1,066,270 
Mortgage loans originated:  
    One-to-four family residential - conventional   9,360  5,129 
    One-to-four family residential - mixed-use properties   15,273  17,260 
    Co-operative apartments   --  150 
    Multi-family residential   42,306  37,892 
    Commercial real estate   19,561  6,040 
    Construction   3,664  4,053 
          Total mortgage loans originated   90,164  70,524 
Mortgage loans purchased:  
    One-to-four family residential - conventional   424  674 
    One-to-four family residential - mixed-use properties   190  -- 
    Commercial real estate   --  9,315 
          Total acquired loans   614  9,989 
Less:  
    Principal and other reductions   68,654  51,598 
    Sales   7,501  -- 
    Mortgage loan foreclosures   --  -- 
At end of period  $1,180,815 $1,095,185 
Other Loans  
At beginning of period  $8,486 $6,725 
Other loans originated:  
    Small Business Administration   1,934  1,424 
    Small business   358  7 
    Other   446  228 
           Total other loans originated   2,738  1,659 
Less:  
    Sales   1,016  964 
    Principal and other reductions   1,490  845 
At end of period  $8,718 $6,575 

-14-

Nine Months Ended
(In thousands)
September 30, 2003
September 30, 2002
    Mortgage Loans      
At beginning of period  $1,166,192 $1,066,270 

Mortgage loans originated:		  
    One-to-four family residential - conventional   14,574  12,141 
    One-to-four family residential - mixed-use property   58,192  52,095 
    Co-operative apartment   35  354 
    Multi-family residential   124,435  108,350 
    Commercial real estate   72,254  47,707 
    Construction   12,792  9,625 
          Total mortgage loans originated   282,282  230,272 
Mortgage loans purchased:  
    One-to-four family residential - conventional   592  786 
    One-to-four family residential - mixed-use property   190  -- 
    Commercial real estate   --  9,315 
          Total acquired loans   782  10,101 
Less:  
    Principal and other reductions   210,897  143,191 
    Sales   9,501  -- 
    Mortgage loan foreclosures   --  -- 
At end of period  $1,228,858 $1,163,452 
Other Loans  
At beginning of period  $8,486 $6,725 

Other loans originated:		  
    Small Business Administration   3,728  4,908 
    Small business   1,484  1,596 
    Other   2,444  1,040 
           Total other loans originated   7,656  7,544 
Less:  
    Sales   3,079  2,799 
    Principal and other reductions   4,985  2,594 
At end of period  $8,078 $8,876 
-17-

PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

NON-PERFORMING ASSETS

The Company reviews loans in its portfolio on a monthly basis to determine whether any problem loans require classification in accordance with internal policies and applicable regulatory guidelines. The following table sets forth information regarding all non-accrual loans, loans which are 90 days or more delinquent, and real estate owned at the dates indicated.

(Dollars in thousands)
March 31, 2003
December 31, 2002
Non-accrual mortgage loans  $1,170 $3,373 
Other non-accrual loans   146  219 
          Total non-accrual loans   1,316  3,592 

Mortgage loans 90 days or more delinquent
     and still accruing		   --  -- 
Other loans 90 days or more delinquent
     and still accruing		   --  -- 
          Total non-performing loans   1,316  3,592 

Real estate owned (foreclosed real estate)		   --  -- 
Investment securities   700  700 
          Total non-performing assets  $2,016 $4,292 
Non-performing loans to gross loans   0.11% 0.31%
Non-performing assets to total assets   0.12% 0.26%

-15-

(Dollars in thousands)
September 30, 2003
December 31, 2002
Non-accrual mortgage loans  $1,563 $3,373 
Other non-accrual loans   131  219 
          Total non-accrual loans   1,694  3,592 

Mortgage loans 90 days or more delinquent
     and still accruing		   --  -- 
Other loans 90 days or more delinquent
     and still accruing		   --  -- 
          Total non-performing loans   1,694  3,592 

Real estate owned (foreclosed real estate)		   --  -- 
Investment securities   --  700 
          Total non-performing assets  $1,694 $4,292 
Non-performing loans to gross loans   0.14% 0.31%
Non-performing assets to total assets   0.09% 0.26%
-18-

PART I —- FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’sManagement's Discussion and Analysis of
Financial Condition and Results of Operations

ALLOWANCE FOR LOAN LOSSES

The Company has established and maintains on its books an allowance for loan losses that is designed to provide a reserve against estimated losses inherent in the Company’sCompany's overall loan portfolio. The allowance is established through a provision for loan losses based on management’smanagement's evaluation of the risk inherent in the various components of its loan portfolio and other factors, including historical loan loss experience, changes in the composition and volume of the portfolio, collection policies and experience, trends in the volume of non-accrual loans and regional and national economic conditions. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and regional economic conditions and other factors. In connection with the determination of the allowance, the market value of collateral ordinarily is evaluated by the Company’sCompany's staff appraiser; however, the Company may from time to time obtain independent appraisals for significant properties. Current year charge-offs, charge-off trends, new loan production and current balance by particular loan categories are also taken into account in determining the appropriate amount of allowance. The Board of Directors reviews and approves the adequacy of the loan loss reserves on a quarterly basis.

The following table sets forth the activity in the Bank’sBank's allowance for loan losses for the periods indicated.

Three Months Ended
(Dollars in thousands)
March 31, 2003
March 31, 2002
Balance at beginning of period  $6,581 $6,585 
Provision for loan losses   --  -- 
Loans charged-off:  
    One-to-four family residential real estate   --  -- 
    Co-operative apartment   --  -- 
    Multi-family real estate   --  -- 
    Commercial real estate   --  -- 
    Construction   --  -- 
    Commercial business and other   115  4 
          Total loans charged-off   115  4 
Recoveries:  
    Mortgage loans   123  1 
    Commercial business and other   --  4 
          Total recoveries   123  5 
Balance at end of period  $6,589 $6,586 
Ratio of net charge-offs during the period to  
    average loans outstanding during the period   0.00% 0.00%
Ratio of allowance for loan losses to loans at  
    end of period   0.55% 0.60%
Ratio of allowance for loan losses to non-performing  
    assets at end of period   326.91% 312.73%
Ratio of allowance for loan losses to non-performing  
    loans at end of period   500.85% 327.14%

-16-

Nine Months Ended
(Dollars in thousands)
September 30, 2003
September 30, 2002
Balance at beginning of period  $6,581 $6,585 
Provision for loan losses   --  -- 
Loans charged-off:  
    One-to-four family residential real estate   --  -- 
    Co-operative apartment   --  -- 
    Multi-family residential   --  -- 
    Commercial real estate   --  -- 
    Construction   --  -- 
    Commercial business and other   153  10 
          Total loans charged-off   153  10 
Recoveries:  
    Mortgage loans   124  2 
    Commercial business and other   2  4 
          Total recoveries   126  6 
Balance at end of period  $6,554 $6,581 
Ratio of net charge-offs during the period to
    average loans outstanding during the period		   0.00% 0.00%
Ratio of allowance for loan losses
    to loans at end of period		   0.53% 0.56%
Ratio of allowance for loan losses to non-performing
    assets at end of period		   386.99% 140.13%
Ratio of allowance for loan losses to non-performing
    loans at end of period		   386.99% 164.68%
-19-

PART I — FINANCIAL-FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the qualitative and quantitative disclosures about market risk, see the information under the caption “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations —- Interest Rate Risk”.Risk"

ITEM 4.   CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, theThe Company carried out, under the supervision and with the participation of the Company’sCompany's management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’sCompany's disclosure controls and procedures (as defined in Rule 13a-14(c)13a-15(e) under the Securities Exchange Act of 1934). as of the end of the quarterly period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2003, the design and operation of these disclosure controls and procedures were effective. No significantDuring the quarterly period covered by this Quarterly Report, there have been no changes were made in the Company’sCompany's internal controlscontrol over financial reporting that have materially affected, or in other factors that could significantlyare reasonably likely to materially affect, these controls subsequent to the date of their evaluation.Company's internal control over financial reporting.


PART II--II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

The Company is a defendant in various lawsuits. Management of the Company, after consultation with outside legal counsel, believes that the resolution of these various matters will not result in any material adverse effect on the Company’sCompany's consolidated financial condition, results of operations and cash flows.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.   OTHER INFORMATION.

None.Not applicable.

-17-

-20-

PART II —- OTHER INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

a)   EXHIBITS.

Exhibit 3.1 Certificate of Incorporation of Flushing Financial Corporation (1)
Exhibit 3.2 Certificate of Amendment of Certificate of Incorporation of Flushing Financial
Corporation (3)
Exhibit 3.3 Certificate of Designations of Series A Junior Participating Preferred Stock of
Flushing Financial Corporation (4)
Exhibit 3.4 By-Laws of Flushing Financial Corporation (1)
Exhibit 4.1 Rights Agreement, dated as of September 17, 1996, between Flushing Financial
Corporation and State Street Bank and Trust Company,
    as Rights Agent (2)
Exhibit 99.110.18 1996 Stock Option Incentive Plan of Flushing Financial Corporation (as amended through May 20, 2003).
Exhibit 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
Exhibit 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    by the Chief Executive OfficerOfficer.
Exhibit 99.232.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    by the Chief Financial Officer

Officer.

(1) Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1,
Registration No. 33-96488.
(2) Incorporated by reference to Exhibits filed with Form 8-K filed September 30, 1996.
(3) Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended
September 30, 2003.2002.

b)   REPORTS ON FORM 8-K.

On AprilJuly 17, 2003, the Company filed an 8-k8-K announcing the release of its firstsecond quarter 2003 results of operations and financial condition.

On May 1,August 21, 2003, the Company filed an 8-k8-K announcing an increase of 10 percent in its quarterly dividend to $0.11 per common share.

On October 24, 2003, the Company filed an 8-K announcing the release of its third quarter 2003 results of operations and financial condition.

On October 24, 2003, the Company filed an 8-K announcing that Messrs. Michael J. Hegarty, President and CEO, and John R. Buran, Executive Vice President and COO, would be making a presentation to a group of individual investors and fund managers on May 6, 2003.several institutional investors.

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   
   
      Flushing Financial Corporation,  
   
   
Date: May 5,November 4, 2003  By:  /s/Michael J. Hegarty  
      Michael J. Hegarty  
      President and Chief Executive Officer  
   
   
Date: May 5,November 4, 2003  By:  /s/Monica C. Passick  
      Monica C. Passick  
      Senior Vice President, Treasurer and  
      Chief Financial Officer  

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

CERTIFICATIONS

I, Michael J. Hegarty, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Flushing Financial Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
    a) designed such disclosure controls and procedures to ensure that material
    information relating to the registrant, including its consolidated subsidiaries,
    is made known to us by others within those entities, particularly during the
    period in which this quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and
    procedures as of a date within 90 days prior to the filing date of this quarterly
    report (the "Evaluation Date"); and
    c) presented in this quarterly report our conclusions about the effectiveness of
    the disclosure controls and procedures based on our evaluation as of the
    Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
    a) all significant deficiencies in the design or operation of internal controls
    which could adversely affect the registrant's ability to record, process,
    summarize and report financial data and have identified for the registrant's
    auditors any material weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 5, 2003By:/s/Michael J. Hegarty
Michael J. Hegarty
President and Chief Executive Officer

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

CERTIFICATIONS

I, Monica C. Passick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Flushing Financial Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
    a) designed such disclosure controls and procedures to ensure that material
    information relating to the registrant, including its consolidated subsidiaries,
    is made known to us by others within those entities, particularly during the
    period in which this quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and
    procedures as of a date within 90 days prior to the filing date of this quarterly
    report (the "Evaluation Date"); and
    c) presented in this quarterly report our conclusions about the effectiveness of
    the disclosure controls and procedures based on our evaluation as of the
    Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
    a) all significant deficiencies in the design or operation of internal controls
    which could adversely affect the registrant's ability to record, process,
    summarize and report financial data and have identified for the registrant's
    auditors any material weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 5, 2003By:/s/Monica c. Passick
Monica C. Passick
Senior Vice President, Treasurer and
Chief Financial Officer

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flushing Financial Corporation (the "Corporation") on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Hegarty, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)        the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By:/s/Michael J. Hegarty
Michael J. Hegarty
Chief Executive Officer
May 5, 2003

A signed original of this written statement required by Section 906 has been provided to Flushing Financial Corporation and will be retained by Flushing Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flushing Financial Corporation (the "Corporation") on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Monica C. Passick, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)        the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By:/s/Monica C. Passick
Monica C. Passick
Chief Financial Officer
May 5, 2003

A signed original of this written statement required by Section 906 has been provided to Flushing Financial Corporation and will be retained by Flushing Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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