FLEXSTEEL INDUSTRIES, INC. FORM 11-K DATED 12-31-2003

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 11-K/A

(Mark One)


[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]


For the fiscal year ended December 31, 2003

or

[   ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


For the transition period from _________________ to _________________

Commission file number 0-5151


A)   Full title of the plan and the address of the plan, if different from that of issuer named below:


Flexsteel Industries, Inc. Salaried Employees Retirement and 401(k) Plan


B)   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


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

        The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Explanatory Note

        This Form 11-K/A amends the Annual Report on Form 11-K filed June 16, 2004, to reflect the addition of conformed signatures. There were no other changes to the Form 11-K for the period ended December 31, 2003.


Flexsteel Industries, Inc. Salaried Employees Retirement and 401(k) Plan
                                            (Name of Plan)
 

Date: June 21, 2004

/s/ R. J. Klosterman                                 
R. J. Klosterman
Executive Vice President of Operations and
Chief Financial Officer





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Flexsteel Industries, Inc. Salaried Employees Retirement and 401(k) Plan
Dubuque, Iowa

We have audited the accompanying statements of net assets available for benefits of the Flexsteel Industries, Inc. Salaried Employees Retirement and 401(k) Plan (the “Plan”) as of December 31, 2003 and 2002 and the related statements of changes in net assets available for benefits for the year ended December 31, 2003, the six-month period ended December 31, 2002, and the year ended June 30, 2002. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the year ended December 31, 2003, the six-month period ended December 31, 2002, and the year ended June 30, 2002 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic 2003 financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2003 financial statements taken as a whole.



/s/ Deloitte & Touche LLP

May 25, 2004


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FLEXSTEEL INDUSTRIES, INC. EXHIBIT 23 TO FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2003

EXHIBIT 23



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Flexsteel Industries, Inc.

We consent to the incorporation by reference in Registration Statement No. 33-1836 on Form S-8 as amended by Post-Effective Amendment No. 1 for the Flexsteel Industries, Inc. Salaried Employees Retirement and 401(k) Plan of our report dated May 25, 2004 appearing in this Annual Report on Form 11-K for the year ended December 31, 2003.



/s/ Deloitte & Touche LLP

June 15, 2004





















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