UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) February 7, 2006
                                                         ----------------

                           FLEXSTEEL INDUSTRIES, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

       Minnesota                       0-5151                42-0442319
       ---------                       ------                ----------
(State or other jurisdiction          (Commission           (IRS Employer
      of incorporation)               File Number)       Identification No.)



       3400 Jackson Street, Dubuque, Iowa                 52001
    ----------------------------------------              -----
    (Address of principal executive offices)            (Zip Code)


         Registrant's telephone number, including area code 563-556-7730
                                                            ------------

         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[_]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


Item 2.02     Results of Operations and Financial Condition.

On February 7, 2006, Flexsteel Industries, Inc. Announces Second Quarter and
Year-To-Date Operating Results. See the Press Release attached hereto as Exhibit
99.1 and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

Exhibit  99.1 - Press Release by Flexsteel Industries, Inc. on February 7, 2006.

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 hereunto duly authorized.



                                 FLEXSTEEL INDUSTRIES, INC.
                                        (Registrant)

Date:  February 8, 2006           By:   /s/ Timothy E. Hall
       ----------------          --------------------------------------------
                                 Timothy E. Hall
                                 Vice President-Finance, CFO, and Secretary
                                 Principal Financial Officer




                                                                    Exhibit 99.1

                      Flexsteel Announces Second
              Quarter and Year-To-Date Operating Results

    DUBUQUE, Iowa--(BUSINESS WIRE)--February 7, 2006--Flexsteel
Industries, Inc. (NASDAQ:FLXS) today reported sales and earnings for
its second quarter and fiscal year-to-date ended December 31, 2005.
    Net sales for the fiscal quarter ended December 31, 2005 were
$106.3 million compared to the prior year quarter of $105.1 million,
an increase of 1.2%. Net income for the current quarter was $0.5
million or $0.07 per share after recording stock-based compensation
expense of $0.4 million or $0.06 per share, compared to $1.6 million
or $0.24 per share in the prior year quarter.
    Net sales for the six months ended December 31, 2005 were $203.7
million compared to $202.9 million in the prior year six months, an
increase of 0.4%. Net income for the six months ended December 31,
2005 was $1.5 million or $0.22 per share after recording stock-based
compensation expense of $0.4 million or $0.06 per share, compared to
net income of $2.8 million or $0.42 per share for the six months ended
December 31, 2004 which included a net gain (after tax) of $0.4
million or $0.06 per share on the sale of a former manufacturing
facility.
    For the quarter ended December 31, 2005, residential net sales
were $69.6 million, compared to $70.6 million, a decrease of 1.5% from
the prior year quarter. Recreational vehicle net sales were $15.9
million, compared to $18.9 million, a decrease of 15.8% from the prior
year quarter. Commercial net sales were $20.8 million, compared to
$15.5 million in the prior year quarter, an increase of 34.1%.
    For the six months ended December 31, 2005, residential net sales
were $127.7 million, a decrease of 1.5% from the six months ended
December 31, 2004. Recreational vehicle net sales were $34.2 million,
a decrease of 19.1% from the six months ended December 31, 2004.
Commercial net sales were $41.8 million, an increase of 22.2% from the
six months ended December 31, 2004.
    Residential net sales were down slightly from the prior periods
due to lower demand at the retail level. The decline in recreational
vehicle net sales is due primarily to a weaker wholesale market
environment. The increase in commercial net sales is primarily due to
improved commercial office product offerings and improved industry
performance for hospitality products.
    Gross margin for the quarter ended December 31, 2005 was 18.5%
compared to 19.4% in the prior year quarter. For the six months ended
December 31, 2005, the gross margin was 19.1% compared to 18.9% for
the prior year six-month period. Gross margin erosion in the current
quarter in comparison to the prior year quarter was caused by rampant
increases in raw material costs, particularly those with petrochemical
content, and transportation costs which the Company was able to
partially offset through selected sell price increases. The gross
margin improvement for the six-month period is a result of changes in
product mix, primarily through increased sales of commercial office
and other imported products, which were not significantly impacted by
raw material cost increases.
    Selling, general and administrative expenses were 17.5% and 16.8%
of net sales for the quarters ended December 31, 2005 and 2004,
respectively. For the six months ended December 31, 2005 and 2004,
selling, general and administrative expenses were 17.7% and 16.8%,
respectively. The increase in selling, general and administrative
costs on a quarterly and year-to-date basis in comparison to prior
year periods is due to the recording of approximately $0.4 million in
stock-based compensation related to stock option grants as required
under Statement of Financial Accounting Standards ("SFAS") No. 123
(R), increases in royalties and general increases in other fixed
expenses.
    Working capital (current assets less current liabilities) at
December 31, 2005 was $87.3 million, which includes cash, cash
equivalents and investments of $3.4 million. Net cash used in
operating activities was $11.2 million for the six-month period ended
December 31, 2005. Net cash provided by operating activities was $2.1
million for the six-month period ended December 31, 2004. Fluctuations
in net cash used in operating activities were primarily the result of
changes in accounts receivable, inventories and accounts payable. The
increase in inventories in fiscal 2006 relates primarily to the
expansion of import programs.
    Capital expenditures were $3.1 million during the first six months
of fiscal year 2006. Depreciation and amortization expense was $2.7
million and $2.9 million for the six-month periods ended December 31,
2005 and 2004, respectively. The Company expects that capital
expenditures will be approximately $0.5 million for the remainder of
the fiscal year.

    All earnings per share amounts are on a diluted basis.

    Outlook

    Flexsteel Industries, Inc., and the furniture industry in general,
continue to be impacted by increases in raw material and energy costs.
The second quarter ended December 31, 2005, was dominated by news of
unprecedented cost increases for poly foam and other materials with
petrochemical content, which are major components in our seating
products, as well as increases or expected increases in other key
components such as fabric, steel and plywood. At the same time, U. S.
furniture manufacturers are faced with competition and pricing
pressures from imported products. The Company expects these
challenging business conditions to continue to have an impact on its
results of operations through the remainder of the fiscal year.
    In response to the aforementioned challenges, the Company will
implement sell price increases for seating products, as warranted, and
continue to explore cost control opportunities in all facets of its
business. The Company believes it has the necessary inventories,
product offerings and commitments in place to take advantage of
opportunities for expansion of certain markets, such as commercial
office and hospitality. The Company believes that its strategy of
providing furniture from a wide selection of domestically manufactured
and imported products is sound business practice and will continue.

    Analysts Conference Call

    The Company will host a conference call for analysts on Wednesday,
February 8, 2006, at 10:30 a.m. Central Time. To access the call,
please dial 1-888-275-4480 and provide the operator with ID# 3182635.
A replay will be available for two weeks beginning approximately two
hours after the conclusion of the call by dialing 1-800-642-1687 and
entering ID# 3182635.

    Forward-Looking Statements

    Statements, including those in this release, which are not
historical or current facts, are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. There are certain important factors
that could cause results to differ materially from those anticipated
by some of the statements made herein. Investors are cautioned that
all forward-looking statements involve risk and uncertainty. Some of
the factors that could affect results are the cyclical nature of the
furniture industry, the effectiveness of new product introductions,
the product mix of sales, the cost of raw materials, foreign currency
revaluations, actions by governments including taxes and tariffs, the
amount of sales generated and the profit margins thereon, competition
(both foreign and domestic), changes in interest rates, credit
exposure with customers and general economic conditions. Any
forward-looking statement speaks only as of the date of this press
release. The Company specifically declines to undertake any obligation
to publicly revise any forward-looking statements that have been made
to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.

    About Flexsteel

    Flexsteel Industries, Inc. is headquartered in Dubuque, Iowa, and
was incorporated in 1929. Flexsteel is a designer, manufacturer,
importer and marketer of quality upholstered and wood furniture for
residential, recreational vehicle, office, hospitality and healthcare
markets. All products are distributed nationally.

    For more information, visit our web site at
http://www.flexsteel.com.




FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                           December 31,    June 30,
                                               2005          2005
                                           ------------- -------------

ASSETS

CURRENT ASSETS:
    Cash and cash equivalents.............   $1,856,229    $1,706,584
    Investments...........................    1,546,693     1,508,751
    Trade receivables, net................   50,175,351    48,355,070
    Inventories...........................   88,438,515    69,945,400
    Other.................................    6,572,394     6,281,869
                                           ------------- -------------
Total current assets......................  148,589,182   127,797,674

NONCURRENT ASSETS:
    Property, plant, and equipment, net...   26,542,587    26,140,914
    Other assets..........................   13,314,578    12,719,090
                                           ------------- -------------

TOTAL..................................... $188,446,347  $166,657,678
                                           ============= =============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable - trade...............  $21,524,954   $16,259,905
   Notes payable..........................   19,500,153     5,000,000
   Accrued liabilities....................   20,221,380    21,149,428
                                           ------------- -------------
Total current liabilities.................   61,246,487    42,409,333

LONG-TERM LIABILITIES:
   Long-term debt.........................   15,105,963    12,800,000
   Other long-term liabilities............    6,766,083     6,650,625
                                           ------------- -------------
Total liabilities.........................   83,118,533    61,859,958

SHAREHOLDERS' EQUITY......................  105,327,814   104,797,720
                                           ------------- -------------

TOTAL..................................... $188,446,347  $166,657,678
                                           ============= =============



FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


                   Three Months Ended           Six Months Ended
                      December 31,                December 31,
               --------------------------- ---------------------------
                   2005          2004          2005          2004
               ------------- ------------- ------------- -------------
NET SALES..... $106,301,259  $105,050,826  $203,736,422  $202,906,383
COST OF GOODS
 SOLD.........  (86,598,189)  (84,650,206) (164,890,157) (164,650,909)
               ------------- ------------- ------------- -------------
GROSS MARGIN..   19,703,070    20,400,620    38,846,265    38,255,474
SELLING,
 GENERAL AND
 ADMINI-
 STRATIVE.....  (18,610,560)  (17,670,182)  (36,097,226)  (34,010,070)
GAIN ON SALE
 OF FACILITY..                                                608,613
               ------------- ------------- ------------- -------------
OPERATING
 INCOME.......    1,092,510     2,730,438     2,749,039     4,854,017
               ------------- ------------- ------------- -------------
OTHER INCOME
 (EXPENSE):
  Interest and
   other
   income.....      137,630       161,000       306,935       294,686
  Interest
   expense....     (371,123)     (266,870)     (631,404)     (543,993)
               ------------- ------------- ------------- -------------
    Total.....     (233,493)     (105,870)     (324,469)     (249,307)
               ------------- ------------- ------------- -------------
INCOME BEFORE
 INCOME
 TAXES........      859,017     2,624,568     2,424,570     4,604,710
PROVISION FOR
 INCOME
 TAXES........     (370,000)   (1,020,000)     (950,000)   (1,800,000)
               ------------- ------------- ------------- -------------
NET INCOME....     $489,017    $1,604,568    $1,474,570    $2,804,710
               ============= ============= ============= =============
AVERAGE NUMBER
 OF COMMON
 SHARES
 OUTSTANDING:
   Basic......    6,560,190     6,537,071     6,553,776     6,522,729
               ============= ============= ============= =============
   Diluted....    6,583,053     6,617,606     6,573,116     6,600,727
               ============= ============= ============= =============
EARNINGS PER
 SHARE OF
 COMMON STOCK:
   Basic......        $0.07         $0.25         $0.22         $0.43
               ============= ============= ============= =============
   Diluted....        $0.07         $0.24         $0.22         $0.42
               ============= ============= ============= =============



FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                Six Months Ended
                                                  December 31,
                                           ---------------------------
                                               2005          2004
                                           ------------- -------------

OPERATING ACTIVITIES:
Net income................................   $1,474,570    $2,804,710
Adjustments to reconcile net income to net
 cash provided by (used in) operating
 activities:
   Depreciation and amortization..........    2,699,355     2,937,938
   Gain on disposition of capital assets..      (24,447)     (608,513)
   Stock based compensation expense.......      427,000
   Changes in operating assets and
    liabilities, net of
       acquisitions.......................  (15,818,842)   (3,014,076)
                                           ------------- -------------
Net cash (used in) provided by operating
 activities...............................  (11,242,364)    2,120,059
                                           ------------- -------------

INVESTING ACTIVITIES:
   Net purchases and sales of
    investments...........................       88,500        44,230
   Proceeds from sale of capital assets...       58,086     1,581,575
   Capital expenditures...................   (3,064,688)   (2,508,987)
                                           ------------- -------------
Net cash used in investing activities.....   (2,918,102)     (883,182)
                                           ------------- -------------

FINANCING ACTIVITIES:
   Net proceeds of borrowings.............   16,806,114      (455,427)
   Dividends paid.........................   (2,555,874)   (1,693,817)
   Proceeds from issuance of common
    stock.................................       59,871        80,967
                                           ------------- -------------
Net cash provided by (used in) financing
 activities...............................   14,310,111    (2,068,277)
                                           ------------- -------------

Increase (decrease) in cash and cash
 equivalents..............................      149,645      (831,400)
Cash and cash equivalents at beginning of
 period...................................    1,706,584     2,476,521
                                           ------------- -------------
Cash and cash equivalents at end of
 period...................................   $1,856,229    $1,645,121
                                           ============= =============




    CONTACT: Flexsteel Industries, Inc., Dubuque
             Timothy E. Hall, Chief Financial Officer, 563-585-8392