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


                                     SCHEDULE 13G


                      Under the Securities Exchange Act of 1934


                               (Amendment No. __3__)*


                              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 8 pages





     CUSIP No. 33938210                  13G                   Page 2 of 8 Pages


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

               Mitchell Hutchins Asset Management Inc.
               IRS ID No.: 13-2895752


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


      4   CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware

                    5    SOLE VOTING POWER
      NUMBER OF                None

       SHARES       6    SHARED VOTING POWER
                               170,714
     BENEFICIALLY

       OWNED BY     7    SOLE DISPOSITIVE POWER
                               None
        EACH

      REPORTING

       PERSON       8    SHARED DISPOSITIVE POWER
                               170,714
        WITH


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          170,714    (Not   to  be  construed  as  an  admission  of  Beneficial
          ownership)

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



     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                         2.36

     12   TYPE OF REPORTING PERSON*

                         CO, BD, IA



     SEC 1745 (2/92)              Page 2 of 8 pages





     CUSIP No. 33938210                  13G                   Page 3 of 8 Pages


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

               Mitchell Hutchins Institutional Investors Inc.
               IRS ID No.: 13-3180862


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


      4   CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware

                    5    SOLE VOTING POWER
      NUMBER OF                None

       SHARES       6    SHARED VOTING POWER
                               170,714
     BENEFICIALLY

       OWNED BY     7    SOLE DISPOSITIVE POWER
                               None
        EACH

      REPORTING

       PERSON       8    SHARED DISPOSITIVE POWER
                               170,714
        WITH


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          170,714    (Not   to  be  construed  as  an  admission  of  Beneficial
          ownership)

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



     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                         2.36

     12   TYPE OF REPORTING PERSON*

                         CO, IA



     SEC 1745 (2/92)              Page 3 of 8 pages





     CUSIP No. 33938210                  13G                   Page 4 of 8 Pages


     Item 1.
          (a)  Name of Issuer
                    Flexsteel Industries, Inc.

          (b)  Address of Issuer's Principal Executive Offices
                    3400 Jackson Street
                    Dubuque, IA  52001


     Item 2.
          (a)  Name of Person Filing

                    Mitchell Hutchins Asset Management, Inc.

          (b)  Address of Principal Business Office or, if none, Residence

                    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. If this  statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
     check whether the person filing is a:

          (a) /X_/  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) /X_/  Investment  Adviser  registered  under section  203  of  the
                    Investment Advisers Act of 1940

          (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 240.13d-1(b)(1)(ii)(F)





     SEC 1745 (2/92)              Page 4 of 8 pages





     CUSIP No. 33938210                  13G                   Page 5 of 8 Pages


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

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

     Item 4. Ownership

          Mitchell  Hutchins  Asset   Management  Inc.  ("MHAM")   and  Mitchell
     Hutchins  Institutional  Investors  Inc.  ("MHII")  each   disclaim  direct
     beneficial  ownership  of  the securities  of  Flexsteel  Industries,  Inc.
     reported  herein,  and  the  filing  of  this  Schedule  13G shall  not  be
     construed as  an admission that  these companies are  the beneficial owners
     of any Flexsteel Industries, Inc. securities.

          (a)  Amount Beneficially Owned:

                    See line item (9) of the cover pages.

          (b)  Percent of Class

                    See line item (11) of the cover pages.

          (c)  Number of shares as to which such person has:

               (i)  Sole Power to vote or to direct the vote:

                    See line item (5) of the cover pages.

               (ii) Shared Power to vote or to direct the vote:

                    See line item (6) of the cover pages.

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

                    See line item (7) of the cover pages.

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

                    See line item (8) of the cover pages.

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

          If this statement  is being filed to  report the  fact that as of  the
          date  hereof the  reporting  person has  ceased  to be  the beneficial
          owner of more than  5 percent  of the class  of securities, check  the
          following (X).








     SEC 1745 (2/92)              Page 5 of 8 pages





     CUSIP No. 33938210                  13G                   Page 6 of 8 Pages


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

          Various persons have the right to receive, or the power to direct  the
          receipt  of,  dividends  or  proceeds  from  the  sale  of  securities
          reported herein.

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

          See Exhibit 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.


     Date:  February 13, 1996                     /s/ Michael Katz         *
                                                     -----------------------
                                                     Michael Katz
                                                     Chief Financial Officer
                                                     & Senior Vice President

     -----------------------

     *    Signature affixed by Hiam Arfa  pursuant to a power of  attorney dated
          February  9, 1996  and  incorporated by  reference from  Schedule  13G
          filed  with  the  Securities  and  Exchange   Commission  by  Mitchell
          Hutchins Asset  Management  Inc. et  al.  on  February 13,  1996  with
          respect to Flowers Industries, Inc.





     SEC 1745 (2/92)              Page 6 of 8 pages





     CUSIP No. 33938210                  13G                   Page 7 of 8 Pages


                              EXHIBIT A TO SCHEDULE 13G

                      ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES


          Mitchell Hutchins Institutional  Investors Inc. ("MHII") is  a wholly-
     owned  subsidiary of  Mitchell  Hutchins  Asset Management  Inc.  ("MHAM").
     MHAM  is a  parent holding  company as  that term  is defined by  Rule 13d-
     1(b)(1)(ii)(G) of  the Securities Exchange Act  of 1934 (the "Act").   MHAM
     is a  broker-dealer registered under Section 15 of the  Act.  MHAM and MHII
     are investment  advisers  registered under  section 203  of the  Investment
     Advisers Act of 1940.

          MHAM and MHII are Delaware  corporations whose business address  is as
          follows:

               1285 Avenue of the Americas
               New York, NY  10019

          The  companies  filing  this  joint  Schedule  13G  report  beneficial
     ownership of  the  Common  Stock  of  Flexsteel  Industries,  Inc.  in  the
     following amounts:

     
Shares Owned Directly Shares Company or through Beneficially Managed Accounts Owned 1. Mitchell Hutchins Institutional 170,714 170,714 Investors Inc. 2. Mitchell Hutchins Asset None 170,714 Management Inc.
SEC 1745 (2/92) Page 7 of 8 pages CUSIP No. 33938210 13G Page 8 of 8 Pages JOINT FILING AGREEMENT Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person s behalf, pursuant to section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: February 13, 1996
Mitchell Hutchins Asset Management Inc. Mitchell Hutchins Institutional Investors Inc. By: /s/ Michael Katz * By: /s/ Michael Katz * ------------------------------ ---------------------------- Michael Katz Michael Katz Chief Financial Officer Chief Financial Officer & Senior Vice President & Senior Vice President
--------------------- * Signature affixed by Hiam Arfa pursuant to a power of attorney dated February 9, 1996 and incorporated by reference from Schedule 13G filed with the Securities and Exchange Commission by Mitchell Hutchins Asset Management Inc. et al. on February 13, 1996 with respect to Flowers Industries, Inc. SEC 1745 (2/92) Page 8 of 8 pages