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


                                     SCHEDULE 13G


                      Under the Securities Exchange Act of 1934


                                  (Amendment No. 2)*


                              Flexsteel Industries, Inc.
     _________________________________________________________________
                                   (Name of Issuer)

                                       Common
     _________________________________________________________________
                            (Title of Class of Securities)

                                       33938210
                          __________________________________
                                    (CUSIP Number)



     Check  the following box if a  fee is being paid  with this statement /__/.
     (A  fee is  not required  only if  the filing  person: (1)  has a  previous
     statement on file  reporting beneficial ownership of more than five percent
     of  the class  of securities  described in  Item 1;  and  (2) has  filed no
     amendment  subsequent  thereto  reporting  beneficial  ownership   of  five
     percent or less of such class.) (See Rule 13d-7).

     *The remainder  of this  cover page  shall be  filled out  for a  reporting
     person's initial filing  on this form with respect  to the subject class of
     securities, and for  any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The information required in  the remainder of this cover page shall  not be
     deemed  to be  "filed"  for the  purpose of  Section  18 of  the Securities
     Exchange  Act of  1934 ("Act") or  otherwise subject to  the liabilities of
     that section of  the Act but  shall be subject to  all other provisions  of
     the Act (however, see the Notes).




     SEC 1745 (2/92)              Page 1 of 5 Pages







     CUSIP No. 33938210                  13G               Page  2  of  5  Pages

      1)      NAME OF REPORTING PERSON
              S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                               Mitchell Hutchins Institutional Investors Inc.
                                                        13-3180862

      2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) /__/
                                                                        (b) /__/
      3)      SEC USE ONLY


      4)      CITIZENSHIP OR PLACE OF ORGANIZATION

                                                        Delaware

                                       5)       SOLE VOTING POWER

      NUMBER OF                                         0

       SHARES                          6)       SHARED VOTING POWER

     BENEFICIALLY                                       690,035

       OWNED BY                        7)      SOLE DISPOSITIVE POWER

        EACH                                            0

      REPORTING                        8)      SHARED DISPOSITIVE POWER

       PERSON                                           690,035

        WITH

      9)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                        690,035

     10)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
              SHARES*

     11)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                                        9.61

     12)      TYPE OF REPORTING PERSON*

                                                        IA

                         *SEE INSTRUCTION BEFORE FILLING OUT!







                                                           Page  3  of  5  Pages

     Item 1.  (a)     Name of Issuer:

                               Flexsteel Industries, Inc.

                               Address of Issuer's Principal Executive Offices:

                               3400 Jackson Street
                               Dubuque, IA  52001

     Item 2.  (a)     Name of Person Filing:

                               Mitchell Hutchins Institutional Investors Inc.

                      (b)      Address of Principal Business Office:

                               1285 Avenue of the Americas
                               New York, NY  10019

                      (c)      Citizenship:                             Delaware

                      (d)      Title of Class of Securities:              Common

                      (e)      CUSIP Number:                            33938210


     Item 3.  Type of Reporting Person:

                      (a)      (  )    Broker or Dealer registered under
                                       Section 15 of the Act

                      (b)      (  )    Bank as defined in Section 3(a)(6)of the
                                       Act

                      (c)      (  )    Insurance Company as defined in Section 
                                       3(a)(19) of the Act

                      (d)      (  )    Investment Company registered under
                                       Section 8 of the Investment Company Act

                      (e)      (XX)    Investment Adviser Registered under
                                       Section  203  of the  Investment Advisers
                                       Act of 1940







                                                           Page  4  of  5  Pages

                      (f)      (  )    Employee Benefit Plan, Pension Fund
                                       which  is  subject to  the  provisions of
                                       the Employee  Retirement Income  Security
                                       Act  of  1974  or  Endowment  Fund;   see
                                       Section 240.13d-1(b)(1)(ii)(F)

                      (g)      (  )    Parent Holding Company, in accordance
                                       with  Section  240.13d-1(b)(ii)(G) (Note:
                                       See Item 7)

                      (h)      (  )    Group, in accordance with Section
                                       240.13d-1(b)(1)(ii)(H)

     Item 4.  Ownership:

                      (a)      Amount Beneficially Owned:                690,035

                      (b)      Percent of Class:                            9.61

                      (c)      Number of Shares as to which such person has:
                               (i)     Sole Power to vote or to direct
                                       the vote:                               0

                               (ii)    Shared Power to vote or to direct
                                       the vote:                         690,035

                               (iii)   Sole Power to dispose or to direct
                                       the disposition of:                     0

                               (iv)    Shared Power to dispose or to
                                       direct the disposition of:        690,035

     Item 5.  Ownership of Five Percent or Less of a Class:

              N/A

     Item 6.  Ownership of More than Five Percent on Behalf of Another:

              N/A







                                                           Page  5  of  5  Pages

     Item 7.          Identification and Classification of the Subsidiary  Which
                      Acquired  the Security  Being Reported  on  by the  Parent
                      Holding Company:

                      N/A

     Item 8.          Identification  and  Classification  of  Members  of   the
                      Group:

                      N/A

     Item 9.          Notice of Dissolution of Group:

                      N/A

     Item 10.         Certification:

                      By  signing  below I  certify  that,  to  the  best of  my
                      knowledge and  belief,  the securities  referred to  above
                      were acquired in the ordinary course of  business and were
                      not acquired  for  the purpose  of  and  do not  have  the
                      effect  of changing  or  influencing  the control  of  the
                      issuer  of  such  securities  and  were  not  acquired  in
                      connection with  or as  a participant  in any  transaction
                      having such purposes or effect.

                      Signature:

                      After reasonable inquiry and  to the best of my  knowledge
                      and belief, I  certify that  the information set  forth in
                      this statement is true, complete and correct.

                               /s/ William R. Cavell
                      By: ____________________________
                               William R. Cavell
                               Legal Department

                      Date:  February 13, 1995