As filed with the Securities and Exchange Commission on February 19, 2010

Registration No.  333-___

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Flexsteel Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

3400 Jackson Street

Dubuque, IA  52001

(563) 556-7730

(Address of Principal Executive Offices) (Zip Code)

Flexsteel Industries, Inc.
2009 Stock Option Plan

(Full Title of the Plan)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one): 

Large accelerated filer o  Accelerated filer o  Non-accelerated filer o  Smaller reporting company x

CALCULATION OF REGISTRATION FEE

PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

As permitted by the rules of the Securities and Exchange Commission, this registration statement omits the information specified in Part I of Form S-8.  The document containing the information specified in Part I of this registration statement will be sent or given to eligible employees as specified in Rule 428(b) (1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  Such documents are not being filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Flexsteel Industries, Inc. (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement: 

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents.

ITEM 4.         DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person who is made or is threatened to be made a party to any proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefore by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable , has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person’s official capacity for the corporation or reasonably believed that the conduct was not opposed to the best interests of the corporation in the case of acts or omissions in such person’s official capacity for other affiliated organizations.  “Proceeding” means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation.

The 1983 restated articles of incorporation, as amended, of the Registrant provide that the Registrant SHALL indemnify its former and present directors, officers and members of the committees of the Registrant’s Board of Directors, and one who at the request of Registrant is serving as a director or officer of another corporation, partnership, joint venture, trust or other enterprise including employee benefit plans; and MAY indemnify one who at the request of the Registrant is serving as an employee, partner, trustee, fiduciary, agent, attorney or in any other capacity of another corporation, partnership, joint venture, trust or other enterprise including employee benefit plans, and one who is serving the Registrant as an other person such as employee, partner, trustee, agent, attorney, fiduciary, or in any other capacity (all the above are collectively referred to as “Indemnitees” and individually as an “Indemnitee”) for actions undertaken or omitted in such capacity to the fullest extent permitted by the Minnesota Business Corporation Act, other applicable statutory and case law (collectively, the “Law”), as all the foregoing existed as of November 1987 or thereafter, from time to time, may be changed, amended or supplemented.  The indemnification shall inure to the benefit of the person, the person’s heirs, legal representatives and administrators.

If the Indemnitee institutes a proceeding against the Registrant, the Indemnitee shall not be entitled to indemnification unless the Registrant has first consented in writing to the proceedings prior to its commencement by the Indemnitee.

The Registrant is authorized, but is not required, to enter into contracts and agreements with any Indemnitee providing for indemnification and for the advancement and reimbursement of attorney’s fees and disbursements, judgments, penalties, fines, excise taxes, other disbursements, amounts paid in settlement and other expenses of every kind and nature to the fullest extent permitted by the Law. The Registrant’s failure to do so shall in no manner affect or limit the rights provided for in the Registrant’s 1983 restated articles of incorporation, as amended, or otherwise.

The maximum aggregate amount of indemnity payable by the Registrant to all Indemnitees arising out of the same occurrence regardless of how many claims or people are involved is $5,000,000 in 1987 constant dollars over and above all insurance paid.

Any repeal, change or amendment affecting the indemnification provision in the Registrant’s 1983 restated articles of incorporation, as amended, or the Minnesota Business Corporation Act or other applicable statutory and case law, shall not apply to eliminate, reduce or adversely affect any rights or protection of an Indemnitee existing prior to such repeal, change or amendment but to the extent the Law change permits the Registrant to provide greater or broader rights or protection, the Law shall apply retroactively to the effective date of this provision which was adopted in 1987.

Under a directors’ and officers’ liability insurance policy, directors and officers of the Company are insured against certain liabilities.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.         EXHIBITS.

ITEM 9.         UNDERTAKINGS.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dubuque, State of Iowa on February 19, 2010.

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ronald J. Klosterman and Timothy E. Hall, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and age nts or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

EXHIBIT INDEX

Exhibit 5.1

[Gray Plant Mooty Letterhead]

February 19, 2010

Flexsteel Industries, Inc.
P.O. Box 877
Dubuque, IA 52004-0877

Re:          Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Flexsteel Industries, Inc., a Minnesota corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 for the registration of 500,000 shares of common stock of the Company, par value $1.00 (the “Common Stock”), issuable under the Flexsteel Industries, Inc. 2009 Stock Option Plan (the “Plan”).  In rendering the opinion hereinafter expressed, we have examined such records and documents of the Company and such other documents and records and made such factual investigation as we deemed necessary and appropriate for the purposes of this opinion.  From such examination we are of the opinion that when the shares of Common Stock, up to a maximum of 500,000 shares, are issued and paid for pursuant to the Plan, such shares will be duly and validly authorized and issued and fully paid and nonass essable.

We hereby consent to the use of this opinion as an exhibit to such Registration Statement and to the reference to our name therein.

6

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 26, 2009, relating to the consolidated financial statements and financial statement schedule of Flexsteel Industries, Inc., appearing in the Annual Report on Form 10-K of Flexsteel Industries, Inc. for the year ended June 30, 2009.

Minneapolis, Minnesota

February 19, 2010

7