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

SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       

Flushing Financial Corp.                                                  
(Name of Issuer)                                                                

Common Stock                                                                    
(Title of Class of Securities)                                                  

343873105
(CUSIP Number)                                                                  

October 7, 2005
(Date of Event Which Requires Filing of this Statement)                         

CUSIP No. 343873105                                                             

Item 1: REPORTING PERSONS                                                       
Pinnacle Associates Ltd. (Tax ID: 13-3220717)                  

Item 4: CITIZENSHIP                                                             
New York Corporation                                            

Item 5: SOLE VOTING POWER                                                       
1,003                **see Note 1**                   

Item 6: SHARED VOTING POWER                                                     
None                                                    

Item 7: SOLE DISPOSITIVE POWER                                                  
1,003                **see Note 1**                           

Item 8: SHARED DISPOSITIVE POWER                                                
None                                                    

Item  9: AGGREGATE AMOUNT BENEFICIALLY OWNED                                    
1,003                                ** see Note 1 **       

Item 11: PERCENT OF CLASS REPRESENTED BY ITEM 9                                 
5.20

Item 12: TYPE OF REPORTING PERSON                                               
IA                                                            
-----------------------------------------------------------                     
ITEM 1(A).  NAME OF ISSUER                                                      

Flushing Financial Corp.                      

ITEM 1(B).  ADDRESS OF ISSUER                                                   

1979 Marcus Avenue, Suite E140
Lake Success, NY 11042                   

ITEM 2(A).  NAME OF PERSON FILING                                               

PINNACLE ASSOCIATES LTD.                               

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE                                

335 Madison Avenue, 11th Floor, New York, NY 10017        

ITEM 2(C).  CITIZENSHIP                                                         

New York Corporation                                    

ITEM 2(D).  TITLE OF CLASS OF SECURITIES                                        

Common Stock                                            


ITEM 2(E).  CUSIP NUMBER                                                        
343873105                                               

ITEM 3.     This statement is filed pursuant to Rule 13d-1 (b), or              
13d-2 (b) and the person filing is an investment advisor
registered under section 203 of the Investment Advisers 
Act of 1940.                                            

ITEM 4.     OWNERSHIP                                                           
ITEM 4(a).  AMOUNT BENEFICIALLY OWNED                                           
    1,003                                     ** see Note 1 **
ITEM 4(b).  PERCENT OF CLASS                                                    
5.20                                                    
ITEM 4(c).  NUMBER OF SHARE AS TO WHICH SUCH PERSON HAS:                        
(i).  SOLE POWER TO VOTE OR DIRECT THE VOTE                         
    1,003                                     ** see Note 1 **
(ii).  SHARED POWER TO VOTE OR TO DIRECT THE VOTE                     
None                                                    
(iii).  SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF               
    1,003                                     ** see Note 1 **
(iv).  SHARE POWER TO DISPOSE OR TO DIRECT DISPOSISTION OF            
None                                                    
**Note 1**                                                                      
Pinnacle Associates, Ltd. ("Pinnacle"), an investment adviser registered        
under Section 203 of the Investment Advisers Act of 1940, furnishes             
investment advice on a discretionary basis to its clients. In its role as       
investment adviser, Pinnacle possesses voting and/or investment power over      
the securities of the Issuer described in this schedule.                        

ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS                        
If this statement is being filed to report the fact that
the reporting person has ceased to be the
beneficial owner of more than five percent of the class 
of securities, check the following: [ ]                 

ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF                    
ANOTHER PERSON                                          
All securities reported in this schedule are owned by advisory
clients of Pinnacle Associates, Ltd., no one of which to the
knowledge of Pinnacle Associates, Ltd. owns more than 5% of
the class.                                              

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH           
     ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:                                                
Not Applicable                                          

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP           
Not Applicable                                          

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP                                      
Not Applicable                                          

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.      

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 are correct.                                                           

Signature                                                                       

Gail Mannix                                                                     
Chief Compliance Officer        
October 21, 2005