FLEXSTEEL INDUSTRIES INC
ARS, 1996-09-25
HOUSEHOLD FURNITURE
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      F L E X S T E E L  I N D U S T R I E S  I N C O R P O R A T E D
                                 ANNUAL REPORT
                        Fiscal Year Ended June 30, 1996

                                    MOMENTUM
                                         for the 21st Century


                                    -COVER-


<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
Year Ended June 30                                        1996               1995                1994

<S>                                                   <C>                 <C>                <C>         
  Net Sales.......................................    $205,008,000        $208,432,000       $195,388,000
  Income Before Taxes.............................       7,052,000           8,111,000         10,092,000
  Net Income (1)..................................       4,502,000           5,211,000          6,787,000

Per Share of Common Stock
  Earnings (1)....................................             .63                 .73                .95
  Cash Dividends..................................             .48                 .48                .48
  Average Shares Outstanding......................       7,172,000           7,178,000          7,140,000

At June 30
  Working Capital.................................      47,376,000          46,272,000         47,787,000
  Net Plant and Equipment.........................      23,046,000          24,376,000         18,829,000
  Total Assets....................................      95,874,000          96,271,000         95,088,000
  Shareholders' Equity............................      74,147,000          73,824,000         71,289,000
  Long-Term Debt..................................          35,000              70,000            105,000

</TABLE>

(1)      1994 income and per share amounts reflect cumulative effect of
         accounting change as of June 30, 1994 of $320,000 (net of income taxes)
         or $.04 per share income.



FLEXSTEEL(R)
INDUSTRIES INCORPORATED

[PHOTO]

Front Cover: Exemplifying the best of home fashion is this blending of Old World
elegance into today's life styles. Classic details include the turned Victorian
legs and a sculpted, attached pillow-back, while the collage of mixed fabrics
and nailhead trim are very today. Pairing this Centennial Royale sofa with the
leather, tufted-back lounge chair and its matching ottoman creates a room
setting which dramatizes comfort.


                              -INSIDE FRONT COVER-


To Our Shareholders
 
The home furnishings industry remains challenging. The sluggish retail
environment that decelerated sales in the final quarters of our previous fiscal
year carried over into our fiscal year just completed; coupled with the negative
activity that permeated this past winter's retail sales and recreational vehicle
sales, it adversely affected our revenues for the year.

   For the full year ending June 30, 1996, revenues were $205,008,000 versus
$208,432,000 generated the previous year. Earnings were $4,502,000 or $.63 per
share, compared to earnings of $5,211,000 or $.73 per share a year earlier.

   While this is clearly disappointing, we are extremely encouraged with the
dramatic earnings recovery in our final quarter: earnings were $1,925,000 or
$.27 per share, versus earnings of $350,000 or $.05 per share in the comparable
quarter in 1995, or an earnings increase of 450%. 

RESIDENTIAL SEATING
   
   The current housing recovery is helping our industry. Retail business, after
showing impressive gains in the spring, leveled off at a higher plateau. This
sales increase has given us the opportunity to take advantage of improved
productivity resulting from capital expenditures initiated in the previous
fiscal year.

   We continue to gain momentum with the fresh concepts in marketing being
introduced in our recently-unveiled Comfort Seating Program. This program
provides the dealer a state-of-the-art product display, focussing on the
breadth of our entire home furnishings line, in a dedicated space of 6,500
square feet. The Comfort Seating Showroom is a complete concept which can be
introduced into an existing store or introduced separately in a free-standing
store.

   Comfort Seating has created a lot of enthusiasm among our dealers, and we
expect significant sales increases as the program expands.

   We enjoy excellent acceptance with major retailers; in fact, our position has
never been stronger. We will continue our aggressive pursuit of a greater share
of this major market.

   Our Gallery Program continues to be a vital part of our business; we work
closely with our 170-plus independent retail dealers who have dedicated display
areas in their stores exclusively to Flexsteel. We will also open Gallery
Boutiques this fall in 30 Sears Homelife stores.

   Finally, we continue to push our presence in the international marketplace.
Unfortunately, the strength of the dollar in certain Pacific Rim countries has
increased the cost of American-made furniture some 30% in the past year.
Nevertheless, we continue to show moderate sales increases, and we feel that
international opportunities are worth the expense of continuing to pursue them.


[PHOTO]
Jack B. Crahan, Chairman of the Board (1) and K. Bruce Lauritsen, President and
CEO. Mixed fabrics on this classic Flexsteel sofa are typical of popular
eclecticism.


WE 
CONTINUE 
TO BUILD 
FLEXSTEEL 
MOMENTUM 
FOR AN 
EXCITING 
NEW 
CENTURY.

[PHOTOS]
Top: The new Comfort Seating Showroom greets shoppers with a welcoming ambience.
The design makes use of insights from focus groups and proven retailing
techniques to put the customer at ease. It invites return visits. 

Bottom: This Van Pak, a handsome group of recreational vehicle seating, features
exclusive adjustable arms.


                                     PAGE 1


RECREATIONAL VEHICLE SEATING

   A soft market in van conversions and recreational vehicle sales during the
first half of this fiscal year contributed to a reduction in sales and profits
in those industries. However, with a resurgence in sales this spring, our
production of seating for RVs is now running at a much higher level.

   We continue to bolster our leadership in this field with innovative product
design and engineering, critical elements in our success. We are introducing
more exciting, new products; at the same time we are reducing the lead time and
costs in their development. 

   Among manufacturing improvements is the consolidation of our metal working
and our fabric cutting and sewing operations in our Dubuque, Iowa, plant for a
more efficient, cell-type manufacturing operation. All of these will combine to
help us continue to increase our market share, and will enhance next year's
earnings. 

COMMERCIAL SEATING 

   Production formerly at our Sweetwater, Tennessee, facility has now been
consolidated at our Starkville, Mississippi, plant. Production of commercial
seating at this expanded and modernized plant is now fully operational, with the
problems of re-arrangement and integration of the Charisma(R) product line
behind us. This consolidation will allow us to enjoy the benefits of economies
of scale and improved service. It should also allow us to improve the product
lines, customer satisfaction and, ultimately, earnings.

   You will recall that we took a one-time charge of $300,000 or $.04 per share
in our first quarter to close out the manufacturing facility in Tennessee. The
building is now vacated, though not yet sold. 

   During the past fiscal year we announced a plan to repurchase a half-million
shares of Flexsteel stock. We believe the tender is an appropriate use of excess
cash while enhancing the value of our stock by improving earnings per share.

OUTLOOK 

   We expect another year of intense competition, with customers continuing to
focus on value, quality, service and price. We believe that our newest changes
this past year will help us meet these customer needs better than ever. 

   We remain buoyed by our unusually strong balance sheet, a national network of
excellent dealers, and modern facilities strategically located for optimum
customer service. If the economic environment remains relatively stable, we
believe the positive steps we have taken will continue to improve our market
share, customer satisfaction, and shareholder value. 

   We are grateful for the continued support of all of our retailers, suppliers,
associates and stockholders.

/s/ Jack B. Crahan
JACK B. CRAHAN
Chairman of the Board of Directors

/s/ K. Bruce Lauritsen
K. BRUCE LAURITSEN
President & Chief Executive Officer

[PHOTOS]
TOP: Charmingly-shaped "swan's-neck" arms add a graceful note to this
Charisma(R) rocker. The shaped wood is beautifully finished, arms and back
upholstered.

CENTER: Fresh styling, in fabric and proportion, and a new emphasis on comfort,
characterize furniture for today's life styles. In addition to the recliner and
reclining sofa shown, this group includes a love seat and a sectional.

BOTTOM: Extended-stay hotels and rental condos are a rapidly-growing market for
dual-purpose seating. Handsomely-styled pieces such as this sofa sleeper are
contributing to Flexsteel's growing share of the commercial seating market. 


                                     PAGE 2


Fresh momentum is animating Flexsteel's marketing.

   In home furnishings, we have continued to study the evolving life styles of
today's more sophisticated consumer. Our strongest market niche today is in a
younger, more metropolitan audience; their taste is eclectic, their lifestyle is
more casual, their styling preferences typically transitional.

     Focus groups have helped us evaluate not only that market's needs but also
the impact of the retail environment. From these studies has emerged one of the
most exciting developments in Flexsteel's history.

     COMFORT SEATING SHOWROOMS are a new generation of consumer-friendly stores.
Whether free-standing or in existing stores, independently-owned Comfort Seating
Showrooms use fresh display concepts to create a memorable shopping environment,
conducive to the revisits that are part of the furniture purchase decision.

     Inviting, bright and open, Comfort Seating Showrooms are also laid out for
selling effectiveness. The distinctive interiors were created with the help of
Grid II International, a specialist in the creation of effective retail
environments. These showrooms are expected to increase sales per-square-foot
even above that of the excellent performance of Flexsteel Galleries.

     Comprehensive advertising and other dealer merchandising aids are available
to all dealers. Upscale retail advertising, targeted to emotive issues of core
audiences, is available to Comfort Seating Showrooms and Flexsteel Gallery
dealers, who also have access to an exclusive selection of high-fashion designer
fabrics. Our new line of accent tables also helps the dealer increase the
dollar amount of his sales.

     ANOTHER MARKETING INNOVATION is the ready-to-assemble recliner, ideal for
specialty direct-mail marketing. Shipped by UPS in two cartons, assembled in
seconds, these recliners can be customized with school or corporate logos.

     THE COMMERCIAL SEATING MARKET continues to evolve. In the hospitality
industries, a significant development is the rapid emergence of the
extended-stay hotel, now being introduced by the major hotel chains. Their
seating needs vary from those of traditional hotels, using, for example, more
sofa sleepers and recliners and even office-type chairs for executives who work
with computers in their rooms. Flexsteel's growing share of the market includes
significant placements in Summerfield Suites and the Wyndham Garden Hotels.

     Other growing markets are found in campus-type senior living facilities and
the health-care markets, including both long-term and acute-care markets. All
these markets require specialized seating such as that developed by Flexsteel.

     THE RECREATIONAL VEHICLE SEATING market continues to expand even though
there has been considerable consolidation of the customer base. Flexsteel has
long had momentum in this market, and continues to stay ahead of the curve in
testing, and in meeting or exceeding increasingly stringent safety standards.

     FUTURE SALES GROWTH will come through all these markets both at home and
abroad, where customers in Europe, Canada, Japan, and the Pacific Rim are now
discovering Flexsteel. We, in turn, are discovering the preferences of these
international buyers, and now ship to countries in five continents. 


[PHOTO]
Special signage and subtle decor greet visitors to the Comfort Seating Showroom
and direct them toward the entire collection of vignettes.

MOMENTUM IN MARKETING

COMFORT 
SEATING
DISPLAYS 
FLEXSTEEL AT ITS 
RELEVANT BEST,
OUR RESPONSE
TO TODAY'S
ECLECTIC
CONSUMER.

[PHOTOS]

TOP: Ready-to-assemble recliners with college emblems, sold directly by Groves
Marketing.

BOTTOM: Our new accent tables blend beautiful fossil stone with graceful
wrought iron.


                                     PAGE 3

    
Market research has confirmed that today's consumer is sophisticated and expects
quality. She knows that Flexsteel meets her quality standards. Many who choose
Flexsteel motion pieces, for example, do so for upgraded styles and fabrics, and
are willing to pay a bit more for our quality and comfort. 

   Keeping our vital momentum goes beyond research. Change accelerates; recent
years have seen more change in markets and technologies than did our founders in
their lifetimes.

   NEW VERTICAL STRUCTURES at Flexsteel are replacing some traditional
management concepts. Each of our three core seating markets - residential,
commercial, automotive - has its own division and leadership, with
responsibilities embracing every aspect from design to production to sales. 

   IN RESIDENTIAL FURNISHINGS, we define the most profitable price point and
design to meet the consumer's key requirements - comfort and fashion. 

   Home fashion leaders today are leather and motion furniture. Leather has long
been one of our strengths, and we offer a range of today's most popular styles,
among them soft Euro looks. The expansion of our Dubuque facility added two
dedicated cutting and sewing rooms; all leather cutting is now done in one
facility, reducing our materials handling costs. 

   In motion furniture, our "studio" styling, sculptured and roomy, is very
successful. For greater cost effectiveness, we've concentrated production of
motion furniture for markets east of the Rockies in our Dublin, Georgia,
facility, now operating two shifts. 

   MARKET NICHES are similarly defined in commercial and recreational vehicle
seating, and our product development follows Flexsteel's proven strengths. We
continue to increase our shares of both these markets. 

   But in all these markets, fast response is a key to success. Close looks at
our methods, use of technology, and scheduling techniques have resulted in
numerous improvements. 

   BUYERS OF RECREATIONAL VEHICLES today expect upscale automotive design. We've
been a leader for many years in the design and manufacture of seating for vans,
motor homes and travel trailers. Customers here, too, demand more comfort
features, such as adjustable arms, lumbar supports, and power adjustments. 

   The most luxurious motor homes today even feature Flexsteel recliners.
Vacation motor homes with "push-out" sides provide more sleeping space, and thus
use more of our sofa sleepers. 

   EXTENDED-STAY HOTELS have their own seating requirements: especially popular
are Flexsteel's high-leg recliners which dress up a suite while still providing
recliner comfort. The popularity of these suites has also increased the demand
for sofa sleepers. 

   RAPIDLY-GROWING HEALTH-CARE industries continue to demand furnishings that
are utilitarian in function and wear, but with the fashion and comfort of fine
residential furniture. 

   TECHNOLOGY HELPS US make vertical structures more efficient than was possible
in the past, by defining shared horizontal layers within our three core
businesses. Virtually instant communications from factory to factory, and
between factory and customers, helps standardize certain parts and/or processes,
maximize plant efficiency, and make purchasing more cost-effective.


[PHOTO]
Leather's popularity continues: consumers choose it for comfort and durability.
Flexsteel's leather furniture is known for its skillful tailoring and beautiful
palette of fashion colors. 

FOCUSSING ON MOMENTUM 

WE DEFINE 
MARKETS 
AND APPLY
TECHNOLOGY 
TO FOCUS 
EFFECTIVELY 
ON THEIR 
KEY NEEDS. 


[PHOTOS]
TOP: The popular recreation
room for Madison House residents features club and wing chairs from our
commercial seating division. Interior design by Annemarie Kretschmann. 

BOTTOM: Innovative Flexsteel designers created this sleeper chair, a space saver
for recreational vehicles, and popular in international markets. 

                                     PAGE 4
     
                                                                            
Our associates play key roles in Flexsteel's enviable reputation for quality
and performance. They design, market, sew, upholster, inspect and deliver to
meet the consumer's high expectations.

   Nowhere has this been better demonstrated than by awards recently given to
Flexsteel, awards which were accepted on behalf of all Flexsteel associates.

   THE SEARS' CHAIRMAN'S AWARD was awarded to Flexsteel as Quality Source of the
Year. More than 10,000 vendors serve Sears, and quality is constantly monitored.

   This Sears' award was given for their "Partners in Progress" program in which
Flexsteel scored a perfect five for quality. This "perfect five" was achieved by
Flexsteel people who measured up to, or exceeded, the program's demanding
criteria in every aspect of business, from product quality to shipping to
marketing support to leadership to innovation to ethics in business.

   The Top Supplier of the Year award was given by Starcraft Automotive to
Flexsteel for "continuous support, consistent good quality, and delivery along
with a total commitment to research and development". It is an excellent tribute
to the accomplishments of our recreational vehicle seating teams.

   TECHNOLOGY IS A BOON to our craftsman's skills and frees us to concentrate on
quality. Computerized fabric cutting makes the best use of fabric and
standardizes pattern matching for maximum beauty of our upholstery.
Computer-controlled routers help in frame construction. Computerized ordering
and shipping reduces paperwork and errors. A new corporate E-mail system has
speeded up exchange of vital information between factories.

   New wood technology allows us to make stronger frames, such as one-piece arms
that completely eliminate failure-prone joints. Not only are the frames better,
but we are making better use of our precious forest resources.

   We continue to find new ways to standardize certain production operations,
while still offering the range of custom options that makes Flexsteel so
attractive to our key customers. This allows us to make better use of factory
space as well as to reduce inventory expenses.

   It is these people of Flexsteel who will continue the momentum that has
sustained us through one hundred and three years. There are over 2200 associates
leading Flexsteel through its 103rd year, with the combined experience of
centuries. Many of them are following in the footsteps of other family members,
so that now many of our people represent a third-generation helping to continue
Flexsteel's leadership into the 21st century. 


[PHOTO]
More than 10,000 vendors were evaluated for Sears "Partners in Progress" Chair
man's Award, received by Flexsteel this year.


SUSTAINING MOMENTUM

FLEXSTEEL'S
SECRET IS ITS
PEOPLE, USING 
THE BEST SKILLS,
ARTS AND
TECHNOLOGIES
TO CREATE
THE FINEST IN
FURNITURE.


[PHOTOS]

TOP: Applying an informal fabric gives a new dimension to this ever-popular
classic silhouette

BOTTOM: From Flexsteel's premium Centennial Royale line, this group features the
overscale, extra-soft cushions and eclectic fabric selections popular in today's
informal lifestyles.


                                     PAGE 5

<TABLE>
<CAPTION>

FLEXSTEEL INDUSTRIES, INC.
FIVE YEAR REVIEW
                
(All amounts in thousands except for Per Share data)

                                                         1996          1995          1994          1993          1992
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>           <C>           <C>           <C>     
SUMMARY OF OPERATIONS
  Net Sales.....................................     $205,008      $208,432      $195,388      $177,271      $157,916
  Cost of Sales.................................      161,451       164,231       151,066       136,110       122,294
  Interest and Other Expense....................          358           372           270           252           277
  Interest and Other Income.....................        1,048           973           990         1,460         2,076
  Income Before Taxes...........................        7,052         8,111        10,092         9,710         2,640
  Income Taxes..................................        2,550         2,900         3,625         3,525           950
  Net Income (1)................................        4,502         5,211         6,787         6,185         1,690
  Earnings per Common Share (1).................          .63           .73           .95           .87           .24
  Cash Dividends per Common Share...............          .48           .48           .48           .48           .48
STATISTICAL SUMMARY
  Average Common Shares Outstanding.............        7,172         7,178         7,140         7,090         7,048
  Book Value per Common Share...................        10.45         10.28          9.98          9.57          9.17
  Total Assets..................................       95,874        96,271        95,088        87,861        81,843
  Net Plant and Equipment.......................       23,046        24,376        18,829        17,208        17,228
  Capital Additions.............................        3,290         9,682         5,074         3,273         1,966
  Working Capital...............................       47,376        46,272        47,787        49,707        46,863
  Long-Term Debt................................           35            70           105           140           345
  Shareholders' Equity..........................       74,147        73,824        71,289        67,855        64,640
SELECTED RATIOS
  Earnings as Percent of Sales..................          2.2%          2.5%          3.5%          3.5%          1.1%
  Current Ratio.................................          3.5           3.4           3.3           3.9           4.3
  Return on Total Capital.......................          6.1%          7.1%          9.5%          9.1%          2.6%
  Return on Beginning Common Equity.............          6.1%          7.3%         10.0%          9.6%          2.6%
  Average Number of Employees...................        2,230         2,375         2,240         2,120         2,040

</TABLE>

(1)      1994 income and per share amounts reflect cumulative effect of
         accounting change as of June 30, 1994, of $320,000 (net of income
         taxes) or $.04 per share income.

             FLEXSTEEL INDUSTRIES, INC. QUARTERLY COMMON STOCK DATA


                         FISCAL YEAR 1995-96
                   PER SHARE              MARKET PRICE*
              EARNINGS   DIVIDEND         HIGH      LOW
First Quarter   .06          .12         12 5/8    10 1/4
Second Quarter  .10          .12         12        10 1/4
Third Quarter   .20          .12         10 3/4     8 5/8
Fourth Quarter  .27          .12         11 3/4     9 1/2

                        FISCAL YEAR 1994-95
                   PER SHARE             MARKET PRICE*
              EARNINGS   DIVIDEND        HIGH      LOW
First Quarter   .22          .12        13 1/4     9 1/2
Second Quarter  .21          .12        13 3/4    10
Third Quarter   .25          .12        13 1/4    10 1/2
Fourth Quarter  .05          .12        12        10 1/4

Flexsteel has paid cash dividends on its common stock for 218 consecutive
quarters. The Company expects to continue regular dividend payments. As of June
18, 1996, there were 1,646 holders of Flexsteel's outstanding common stock.
* Reflects the Market prices as quoted by the National Association of Securities
Dealers, Inc.


                                     PAGE 6


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

FINANCIAL CONDITIONS

   Working Capital - Flexsteel's working capital at June 30, 1996 is $47,376,000
which includes cash, cash equivalents, and temporary investments of $12,808,000.
Working capital increased by $1,104,000 from June 30, 1995. The Company has
lines of credit of $5,700,000 with banks for short-term borrowings, which have
not been utilized since 1979. The Company has outstanding borrowings of
$2,600,000 in the form of variable rate demand industrial development revenue
bonds.

   Capital Expenditures - Capital expenditures were $3,290,000 in fiscal 1996.
These expenditures were for manufacturing facility improvements, manufacturing,
and delivery equipment. Projected capital spending in fiscal 1997 is
approximately $4,500,000 for manufacturing and delivery equipment. The funds
required for these expenditures will be provided from available cash.

   Dividends - Dividends were $.48 per share both years. The Board of Directors
determine dividend levels based on the Company's ability to pay its obligations,
capital expenditure requirements, and other related factors.

   Economic Conditions - The Company anticipates that demand for its seating
products will remain steady throughout fiscal 1997, assuming no significant
changes in interest rates or consumer spending. Management will concentrate on
simplification of the product lines to improve quality, service, and delivery
times. Operating profit improvements should result from product line refinements
and improved productivity resulting from capital improvements undertaken in the
prior fiscal year. 

RESULTS OF OPERATIONS 
FISCAL 1996 COMPARED TO FISCAL 1995

   Sales for 1996 decreased by $3,424,000 or 1.6% compared to 1995. Home
Furnishings sales volume decreased $2,848,000 or 2.2%, Recreational Vehicle
products decreased $2,519,000 or 4.2%, while Commercial Seating increased
$1,943,000 or 12.0%. Cost of goods sold decreased by $2,780,000 for the year as
compared to 1995 due to the volume decrease. Selling, general and administrative
expenses were 18.1% in fiscal 1996 compared to 17.6% in fiscal 1995. This
increase reflects approximately $400,000 of additional costs associated with
enhancements to our Comfort Seating Gallery Program and an increase of
approximately $675,000 in bad debt provision. The above factors resulted in
fiscal year 1996 net earnings of $4,502,000 or $.63 per share compared to
$5,211,000 or $.73 per share in fiscal 1995, a net decrease of $709,000 or $.10
per share. 

FISCAL 1995 COMPARED TO FISCAL 1994

   Sales for 1995 increased by $13,044,000 or 6.7% compared to 1994. Home
Furnishings sales volume increased $8,359,000 or 6.8%, Contract Furniture
increased $2,507,000 or 18.2%, and Recreational Vehicle products increased
$2,178,000 or 3.7%. Cost of goods increased $13,164,000 for the year as compared
to 1994. Approximately $3,000,000 of this increase relates to lower margins,
increased material costs, and inefficiencies due to decreased volume in the
fourth quarter of the year, with the remainder due to overall increased volume
for the year. Selling, general and administrative expenses were 17.6% in fiscal
1995 compared to 17.9% in 1994. The Company continues to control fixed costs
while increasing volume. Interest expense increased by $102,000 due to financing
the Starkville, Mississippi, expansion. In fiscal 1994 the Company made an
accounting principle change in adopting Statement of Financial Accounting
Standards (SFAS) No. 115 which resulted in net cumulative income of $320,000 or
$.04 per share. The above factors resulted in fiscal year 1995 net earnings of
$5,211,000 or $ .73 per share compared to $6,787,000 or $ .95 per share in
fiscal 1994, a net decrease of $1,576,000 or $.22 per share. 

FISCAL 1994 COMPARED TO FISCAL 1993

   Sales for 1994 increased by $18,117,000 or 10.2% compared to 1993.
Recreational Vehicle product sales volume increased $9,008,000 or 18.2%, Home
Furnishings increased $8,739,000 or 7.6%, and Contract Furniture increased
$370,000 or 2.8%. Due to the higher volume, cost of sales increased by
$13,957,000 compared to the prior year. In addition, cost of sales increased
approximately $1,000,000 due to the erosion of margins in the price-competitive
marketplace and lower production efficiencies associated with training new
associates necessary to meet sales volume requirements. Selling, general and
administrative expenses were 17.9% of sales in fiscal 1994 compared to 18.4% in
1993. The improvement reflects the Company's successful efforts to control fixed
costs while increasing volume. Interest income decreased by $471,000 due to
lower levels of investment and decreased rate of return. The Company elected to
adopt the provisions of Statement of Financial Accounting Standards (SFAS) No.
115 during fiscal 1994, with respect to the Company's accounting for certain
investments in debt and equity securities. This change in accounting principle
resulted in net cumulative income of $320,000, or $.04 per share. Also in fiscal
1994, the Company adopted SFAS No. 112, "Employers Accounting for Postemployment
Benefits." The adoption of this standard did not have a material effect on the
Company's financial position or results of operations.


                                     PAGE 7
                          
FLEXSTEEL INDUSTRIES, INC.
BALANCE SHEETS

              
<TABLE>
<CAPTION>
                                                                            JUNE 30,
                                                                       1996          1995
ASSETS
<S>                                                                <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents                                        $ 3,867,742   $ 5,768,537
  Temporary investments - at fair value based
    on quoted market price                                           8,940,603     8,268,615
  Trade receivables - less allowance for doubtful
    accounts: 1996, $2,153,000; 1995, $2,160,000                    24,464,171    22,905,047
  Inventories                                                       26,082,857    25,921,674
  Deferred income taxes                                              2,010,000     2,000,000
  Other                                                                732,054       844,557
      Total current assets                                          66,097,427    65,708,430
PROPERTY, PLANT AND EQUIPMENT, net                                  23,046,224    24,376,052
OTHER ASSETS                                                         6,730,513     6,186,144
            TOTAL                                                  $95,874,164   $96,270,626


LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable - trade                                         $ 3,574,232   $ 4,756,991
  Accrued liabilities:
    Payroll  and related items                                       3,433,562     3,656,678
    Insurance                                                        5,347,758     5,368,145
    Other accruals                                                   3,731,364     2,694,902
  Industrial revenue bonds payable                                   2,635,000     2,960,000
        Total current liabilities                                   18,721,916    19,436,716
LONG-TERM DEBT                                                          35,000        70,000
DEFERRED COMPENSATION                                                2,969,847     2,940,329
      Total liabilities                                             21,726,763    22,447,045
SHAREHOLDERS' EQUITY:
  Common stock - $1 par value; authorized 15,000,000 shares;
    issued 1996, 7,095,044 shares; 1995, 7,193,124 shares            7,095,044     7,193,124
  Additional paid-in capital                                           556,632     1,386,754
  Retained earnings                                                 66,266,325    65,199,703
  Unrealized investment gain                                           229,400        44,000
              Total shareholders' equity                            74,147,401    73,823,581
                           TOTAL                                   $95,874,164   $96,270,626

</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 

                                     PAGE 8
      
<TABLE>
<CAPTION>


FLEXSTEEL INDUSTRIES, INC.
STATEMENTS OF INCOME & RETAINED EARNINGS
                                                                             FOR THE YEARS ENDED JUNE 30,
                                                                        1996             1995             1994
<S>                                                                <C>              <C>              <C>          
NET SALES                                                          $ 205,008,245    $ 208,432,198    $ 195,388,106
OPERATING EXPENSES:
  Cost of goods sold                                                 161,450,649      164,230,883      151,066,404
  Selling, general and administrative                                 37,195,178       36,692,054       34,949,047
          Total                                                      198,645,827      200,922,937      186,015,451
OPERATING INCOME                                                       6,362,418        7,509,261        9,372,655
OTHER:
  Interest and other income                                            1,048,074          973,371          989,554
  Interest expense                                                      (358,322)        (371,729)        (270,046)
          Total                                                          689,752          601,642          719,508
INCOME BEFORE INCOME TAXES AND CUMULATIVE
  EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                             7,052,170        8,110,903       10,092,163
PROVISION FOR INCOME TAXES                                             2,550,000        2,900,000        3,625,000
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE                                              4,502,170        5,210,903        6,467,163
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                                                                     320,000
NET INCOME                                                             4,502,170        5,210,903        6,787,163
RETAINED EARNINGS - BEGINNING OF YEAR                                 65,199,703       63,437,854       60,080,908
TOTAL                                                                 69,701,873       68,648,757       66,868,071
CASH DIVIDENDS ON COMMON STOCK
   ($.48 per share)                                                   (3,435,548)      (3,449,054)      (3,430,217)
RETAINED EARNINGS - END OF YEAR                                    $  66,266,325    $  65,199,703    $  63,437,854
AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING                                                          7,172,299        7,178,285        7,140,144
EARNINGS PER SHARE BEFORE CUMULATIVE
  EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                         $         .63    $         .73    $         .91
CUMULATIVE EFFECT OF CHANGE  IN
  ACCOUNTING PRINCIPLE                                                                               $         .04
EARNINGS PER SHARE OF COMMON STOCK                                 $         .63    $         .73    $         .95

</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF FLEXSTEEL INDUSTRIES, INC.:

    We have audited the accompanying balance sheets of Flexsteel Industries,
Inc. as of June 30, 1996 and 1995, and the related statements of income and
retained earnings and cash flows for each of the three years in the period ended
June 30, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards. 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Flexsteel Industries, Inc.
as of June 30, 1996 and 1995, and the results of its operations and cash flows
for each of the three years in the period ended June 30, 1996 in conformity with
generally accepted accounting principles.

    As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for certain investments in debt and equity securities
during the year ended June 30, 1994.
                                         DELOITTE & TOUCHE LLP
                                         Minneapolis, Minnesota
                                         August 9, 1996

                                     PAGE 9
<TABLE>
<CAPTION>

FLEXSTEEL INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
                          
                        
                                                          FOR THE YEARS ENDED JUNE 30,
                                                       1996            1995           1994
<S>                                                <C>            <C>             <C>        
OPERATING ACTIVITIES:
Net income                                         $ 4,502,170    $  5,210,903    $ 6,787,163
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
   Cumulative effect of accounting change                                            (320,000)
   Depreciation                                      4,619,511       4,135,053      3,452,962
   Trade receivables                                (1,559,124)      2,710,379     (3,422,717)
   Inventories                                        (161,183)        663,723     (4,873,616)
   Other current assets                                112,503          68,744         59,779
   Other assets                                       (544,369)       (519,313)    (1,721,325)
   Accounts payable - trade                         (1,182,759)       (114,639)       658,967
   Accrued liabilities                                 792,959        (894,289)      (138,855)
   Deferred compensation                                29,518          16,600         58,732
   Deferred income taxes                               (10,000)        340,000       (250,000)
Net cash provided by
   operating activities                              6,599,226      11,617,161        291,090
INVESTING ACTIVITIES:
   Construction funds held in escrow                                 2,034,248     (2,034,248)
   Purchases of temporary investments               (4,178,560)     (2,751,519)    (2,878,805)
   Proceeds from sales of temporary investments      3,691,972       4,565,254      8,508,968
   Additions to property, plant and equipment       (3,289,683)     (9,682,052)    (5,074,138)
Net cash used in investing activities               (3,776,271)     (5,834,069)    (1,478,223)
FINANCING ACTIVITIES:
   Proceeds from (payment of) borrowings              (360,000)       (360,000)     3,215,000
   Payment of dividends                             (3,435,548)     (3,449,054)    (3,430,217)
   Proceeds from issuance of common stock              383,237         408,926        396,523
   Repurchase of common stock (132,453 shares)      (1,311,439)
Net cash provided by
   (used in) financing activities                   (4,723,750)     (3,400,128)       181,306

Increase (decrease) in cash and cash equivalents    (1,900,795)      2,382,964     (1,005,827)
Cash and cash equivalents at beginning of year       5,768,537       3,385,573      4,391,400
Cash and cash equivalents at end of year           $ 3,867,742    $  5,768,537    $ 3,385,573

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for
     Interest                                      $   123,000    $    135,000    $    38,000
     Income taxes                                  $ 1,927,000    $  3,555,000    $ 5,081,000

</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

REPORT OF MANAGEMENT
To the Shareholders of Flexsteel Industries, Inc.:

  Management is responsible for the financial and operating information
contained in this Annual Report, including the financial statements covered by
the report of Deloitte & Touche LLP, our independent auditors. The statements
were prepared in conformity with generally accepted accounting principles and
include amounts based on estimates and judgments of management.

  The Company maintains a system of internal accounting controls to provide
reasonable assurance that the books and records reflect the authorized
transactions of the Company. There are limits inherent in all systems of
internal control because their cost should not exceed the benefits derived. The
Company believes its system of internal accounting controls and internal audit
functions balance the cost/ benefit relationship.

  The Audit & Ethics Committee of the Board of Directors, composed solely of
outside directors, annually recommends to the Board of Directors the appointment
of the independent auditors. The independent auditors are engaged to audit the
financial statements of the Company and to express an opinion thereon. The
independent auditors' report is expressed on page 9. The Audit & Ethics
Committee meets periodically with the independent auditors to review financial
reports, accounting and auditing practices and controls.


K. BRUCE LAURITSEN                                          RONALD J. KLOSTERMAN
President                                                Vice President, Finance
Chief Executive Officer                                  Chief Financial Officer
                                                                       Secretary


                                    PAGE 10

                          
FLEXSTEEL INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS

                             
1. SUMMARY OF SIGNIFICANT
   ACCOUNTING POLICIES

   DESCRIPTION OF BUSINESS - Flexsteel Industries, Inc. (the Company),
   manufactures and sells upholstered furniture and other seating products.

   USE OF ESTIMATES - the preparation of financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the amounts reported in the financial
   statements and accompanying notes. Actual results could differ from those
   estimates.

   FAIR VALUE - the Company's cash, accounts receivable, accounts payable,
   accrued liabilities and other liabilities are carried at amounts which
   reasonably approximate their fair value due to their short-term nature. Fair
   values of investments in debt and equity securities are disclosed in Note 2.

   STATEMENT OF CASH FLOWS - the Company considers highly liquid investments
   with original maturities of less than three months as the equivalent of cash.

   INVENTORIES - are stated at the lower of cost or market. Raw steel, lumber
   and wood frame parts are valued on the last-in, first-out (LIFO) method.
   Other inventories are valued on the first-in, first-out (FIFO) method.

   PROPERTY, PLANT AND EQUIPMENT - is stated at cost and depreciated using the
   straight-line method.

   INCOME TAXES - deferred income taxes result from temporary differences
   between the tax basis of an asset or liability and its reported amount in the
   financial statements.

   EARNINGS PER SHARE - are based on the weighted average number of common
   shares outstanding during each year. The exercise of employee stock options
   would have no material effect on earnings per share.

   ACCOUNTING CHANGES - effective June 30, 1994, the Company adopted the
   provisions of Statement of Financial Accounting Standards (SFAS) No. 115,
   "Accounting for Certain Investments in Debt and Equity Securities." This
   standard which requires certain investments to be recorded at their market
   value resulted in a decrease of $320,000 in shareholders' equity. This change
   in accounting principle resulted in a cumulative effect adjustment as of June
   30, 1994 of $320,000 (tax affected amount) or $ .04 per share. 

   Effective July 1, 1995 the Company adopted SFAS No. 107, "Disclosure about
   Fair Value of Financial Instruments" and SFAS No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
   The adoption of these statements did not have a material effect on results of
   operation or financial position. 

   Stock compensation plans provide for the granting of incentive and
   nonqualified stock options to key employees. Under the plans, options are
   granted at fair market value, and may be exercisable for up to 10 years. The
   Financial Accounting Standards Board has issued SFAS No. 123, "Accounting for
   Stock-Based Compensation," which is required for fiscal years beginning after
   December 15, 1995. The Company has not yet determined if it will elect to
   change to the fair value method, nor has it determined the effect the new
   standard will have on net income and earnings per share should it elect to
   make such a change. Adoption of the new standard will have no effect on the
   Company's cash flows.

   RECLASSIFICATIONS - certain prior years' amounts have been reclassified to
   conform to the 1996 presentation.

2. INVESTMENTS

   Debt and equity securities are included in Temporary Investments and in Other
   Assets and are considered as available for sale. The amortized cost and
   estimated market values of investments in debt and equity securities are as
   follows:

                                June 30, 1996                June 30, 1995
                              Debt        Equity          Debt         Equity
                           Securities   Securities     Securities     Securities

   Amortized Cost          $8,987,896   $2,296,905     $8,324,825     $2,168,475
   Unrealized gains
   (losses)                  (144,740)     499,199        (94,086)       157,453
   Est. Market Value       $8,843,156   $2,796,104     $8,230,739     $2,325,928


   As of June 30, 1996, the maturities of debt securities are $2,012,816 within
   one year, $6,570,455 one to five years, and $259,885 six to ten years.

3. INVENTORIES

   Inventories valued on the LIFO method would have been approximately
   $2,024,000 and $2,671,000 higher at June 30, 1996 and 1995, respectively, if
   they had been valued on the FIFO method. A comparison of inventories is as
   follows:

                                                June 30,
                                            1996         1995

   Raw materials                        $12,936,114  $14,186,359
   Work in process and finished parts     7,594,621    7,546,079
   Finished goods                         5,552,122    4,189,236
      Total                             $26,082,857  $25,921,674

4. PROPERTY, PLANT AND EQUIPMENT

                         Estimated            June 30,
                        Life (Years)     1996          1995

   Land                             $  1,609,572    $ 1,609,572    
   Buildings and
      improvements         3 - 50     23,710,516     23,099,131
   Machinery and
      equipment            3 - 15     24,455,532     24,434,273
   Delivery equipment      2 - 9      13,041,661     12,430,880
   Furniture and fixtures  3 - 15      4,440,375      4,426,168
      Total                         $ 67,257,656    $66,000,024
    Less accumulated
      depreciation                    44,211,432     41,623,972
      Net                           $ 23,046,224    $24,376,052

5. BORROWINGS

   The Company is obligated for $2,600,000 for Industrial Revenue Bonds at June
   30, 1996 which were issued for the financing of property, plant and
   equipment. The obligations are variable rate demand bonds with a weighted
   average rate for years ended June 30, 1996, 1995, and 1994 of 4.13%, 4.05%,
   and 3.00% respectively, and are due in annual installments of $325,000
   through 2004, if not paid earlier upon demand of the holder. The Company has
   a letter of credit to guarantee the payment of these bonds in the event of
   default.

                                    PAGE 11

   No amounts were outstanding on this letter at June 30, 1996. In addition, the
   Company is obligated for General Obligation Development Bonds bearing
   interest at 5.0% and due in annual installments of $35,000 through 1998.

6. INCOME TAXES

   The total income tax provision for the years ended June 30, 1996, 1995, and
   1994 was 36.2%, 35.8%, and 35.9%, respectively, of income before income taxes
   and cumulative effect of change in accounting principle. 

   PROVISION - COMPRISED OF THE FOLLOWING:

                            1996        1995        1994

   Federal - current     $2,240,000  $2,230,000  $3,395,000
   State - current          320,000     330,000     480,000
   Deferred                 (10,000)    340,000    (250,000)
      Total              $2,550,000  $2,900,000  $3,625,000

   DEFERRED INCOME TAXES - COMPRISED OF THE FOLLOWING:

                                      June 30, 1996       June 30, 1995
                                     Asset (Liability)  Asset (Liability)

   Asset allowances                      $  793,000     $   808,000
   Deferred compensation                  1,099,000       1,088,000
   Other accruals and allowances          1,542,000       1,542,000
   Excess of tax over book depreciation  (1,424,000)     (1,438,000)
      Total                              $2,010,000     $ 2,000,000

7. CREDIT ARRANGEMENTS

   The Company has lines of credit of $5,700,000 with banks for short-term
   borrowings at the prime rate in effect at the date of the loan. On $1,000,000
   of such line, the Company is required to maintain compensating bank balances
   equal to 5% of the line of credit plus 5% of any amounts borrowed. There were
   no short-term bank borrowings during 1996 or 1995. Additionally, the Company
   has issued a $1,300,000 letter of credit related to worker's compensation and
   casualty insurance. No amounts were outstanding on this letter as of June 30,
   1996 or 1995.

8. SHAREHOLDERS' EQUITY

   The Company has authorized 60,000 shares of cumulative, $50 par value
   preferred stock and 700,000 shares of undesignated, $1 par value
   (subordinated) stock, none of which is outstanding. The Company issued
   34,373, 38,112, and 31,981 net shares under stock option and other employee
   plans during the years ended June 30, 1996,1995, and 1994, respectively. The
   difference between the purchase or issue prices and the par value of the
   shares is credited or charged to paid-in capital.

9. STOCK OPTIONS

   At June 30, 1996, 416,140 shares of common stock were available for future
   grants. Changes in options outstanding are as follows:

   June 30, 1993                    Shares      Price/Range

   Outstanding                      158,690   $10.50 - $12.375
   Granted                          100,930    14.875 - 15.75
   Exercised                        (19,100)   10.50 - 11.00

   June  30, 1994

   Outstanding                      240,520    10.50 - 15.75
   Granted                           94,360    10.50 - 11.125
   Exercised                        (17,000)   11.00
   Cancelled             .          (41,210)   10.50 - 14.875

   June  30, 1995                   Shares      Price/Range

   Outstanding                      276,670   $10.50 - 15.75
   Granted                           91,950    11.25
   Cancelled                        (26,140)   10.50 - 14.875

   June  30, 1996

   Outstanding                      342,480   $10.50 - $15.75

10. PENSION AND RETIREMENT PLANS

   The Company sponsors various defined contribution pension and retirement
   plans which cover substantially all employees, other than employees covered
   by multiemployer pension plans under collective bargaining agreements. It is
   the Company's policy to fund all pension costs accrued. Total pension and
   retirement plan expense was $1,326,000 in 1996, $1,295,000 in 1995, and
   $1,226,000 in 1994 including $287,000 in 1996, $274,000 in 1995, and $251,000
   in 1994 for the Company's matching contribution to retirement savings plans.
   The Company's cost for pension plans is determined as 2% - 4% of each covered
   employee's wages. The Company's matching contribution for the retirement
   savings plans is 25% - 50% of employee contributions (up to 4% of their
   earnings). In addition to the above, amounts charged to pension expense and
   contributed to multiemployer defined benefit pension plans administered by
   others under collective bargaining agreements were $1,135,000 in 1996,
   $1,203,000 in 1995, and $1,150,000 in 1994.

11. MANAGEMENT INCENTIVE PLANS

   The Company has an incentive plan that provides for shares of common stock to
   be awarded to key employees based on a targeted rate of earnings to common
   equity as established by the Board of Directors. Shares awarded to employees
   are subject to the restriction of continued employment with 33 1/3% of the
   stock received by the employee on the award date and the remaining shares
   issued after one and two years. Under the plan 13,687, and 16,189 shares were
   awarded, and the amounts charged to income were $150,000 and $170,000 in 1995
   and 1994 respectively. No shares were awarded in 1996. At June 30, 1996,
   379,310 shares were available for future grants.

12. SUPPLEMENTARY QUARTERLY
     FINANCIAL INFORMATION

   (UNAUDITED - in thousands of dollars, except per share amounts)

                                  Quarters
                      1st      2nd      3rd      4th
   1996:
    Net Sales       $49,227  $48,177 $53,213  $54,391
    Gross Profit      9,857    9,687  11,689   12,325
    Net Income          428      716   1,433    1,925
    Earnings Per Share  .06      .10     .20      .27

                                  Quarters
                      1st      2nd      3rd      4th
   1995:
    Net Sales       $50,812  $52,351 $56,783  $48,486
    Gross Profit     11,475   11,465  12,078    9,183
    Net Income        1,597    1,496   1,768      350
    Earnings Per Share  .22      .21     .25      .05

                                    PAGE 12

PLANT LOCATIONS

*Flexsteel Industries, Inc.
DUBUQUE, IOWA 52001
(319) 556-7730
P. M. Crahan, General Manager

Flexsteel Industries, Inc.
DUBLIN, GEORGIA 31040
(912) 272-6911
R. C. Adams, General Manager

Flexsteel Industries, Inc.
LANCASTER, PENNSYLVANIA 17604
(717) 392-4161
T. P. Fecteau, General Manager

Flexsteel Industries, Inc.
RIVERSIDE, CALIFORNIA 92504
(909) 354-2440
T. D. Burkart, General Manager

Flexsteel Industries, Inc.
NEW PARIS, INDIANA 46553
(219) 831-4050
G. H. Siemer, General Manager

Wood Products Division
HARRISON, ARKANSAS 72601
(501) 743-1101
M. J. Feldman, General Manager

Metal Division
DUBUQUE, IOWA 52001
(319) 556-7730
J. E. Gilbertson, General Manager

Commercial Seating Division
STARKVILLE, MISSISSIPPI 39760
(601) 323-5481
S. P. Salmon, General Manager

Vancouver Distribution Center
VANCOUVER, WASHINGTON 98668
(206) 696-9955
R. Heying, Supervisor

* Executive Offices

PERMANENT SHOWROOMS
Dubuque, Iowa
High Point, North Carolina
San Francisco, California

DIRECTORS AND OFFICERS

Frank H. Bertsch
  Chairman of Executive Committee
  Director

Jack B. Crahan
  Chairman of the Board of Directors

K. Bruce Lauritsen
  President
  Chief Executive Officer
  Director

Edward J. Monaghan
  Executive Vice President
  Chief Operating Officer
  Director

James R. Richardson
  Senior Vice President, Marketing
  Director

L. Bruce Boylen
  Retired Vice President
  Fleetwood Enterprises, Inc.
  Director

John R. Easter
  Retired Vice President
  Sears, Roebuck & Company
  Director

Thomas E. Holloran
  Professor, Graduate School of
  Business, University of St. Thomas
  St.  Paul, Minnesota
  Director

James G. Peterson
  Consultant
  James G. Peterson Associates
  Business Consultant
  and Investment Advisor
  Director

Art D. Richardson
  Retired Senior Vice President
  Flexsteel Industries, Inc.
  Director

Jeffrey T. Bertsch
  Vice President

Carolyn T. B. Bleile
  Vice President

Thomas D. Burkart
  Senior Vice President, Vehicle Seating

Kevin F. Crahan
  Vice  President

Patrick M. Crahan
  Vice  President

Keith R. Feuerhaken
  Vice  President

James E. Gilbertson
  Vice  President

James M. Higgins
  Vice  President, Commercial  Seating

Ronald J. Klosterman
  Vice President, Finance
  Chief Financial Officer
  Secretary

Michael A. Santillo
  Vice  President


EXECUTIVE COMMITTEE

Frank H. Bertsch, Chairman
Jack B. Crahan
K. Bruce Lauritsen
Edward J. Monaghan
James R. Richardson


AUDIT & ETHICS
COMMITTEE

Thomas E. Holloran, Chairman
John R. Easter
James G. Peterson
Art D. Richardson


NOMINATING &
COMPENSATION
COMMITTEE

L. Bruce Boylen, Chairman
John R. Easter
Thomas E. Holloran
James G. Peterson


MARKETING COMMITTEE
John R. Easter, Chairman
Frank H. Bertsch
L. Bruce Boylen
James G. Peterson
Art D. Richardson


TRANSFER AGENT AND
REGISTRAR
Norwest Capital Resources
P. 0. Box 738
South St. Paul,
Minnesota 55075-0738


GENERAL COUNSEL
Irving C. MacDonald
Minneapolis, Minnesota
O'Connor and Thomas, P.C.
Dubuque, Iowa


NATIONAL OVER
THE COUNTER
NASDAQ Symbol - FLXS


ANNUAL MEETING
Tuesday,
December 10, 1996, 3:30 p.m.
Minneapolis Hilton & Towers
1001 Marquette Avenue, 3rd floor
Minneapolis, Minnesota 55403

AFFIRMATIVE ACTION POLICY
It is the policy of Flexsteel Industries, Inc. that all employees and potential
employees shall be judged on the basis of qualifications and ability, without
regard to age, sex, race, creed, color or national origin in all personnel
actions. No employee or applicant for employment shall receive discriminatory
treatment because of physical or mental handicap in regard to any position for
which the employee or applicant for employment is qualified. Employment
opportunities and job advancement opportunities will be provided for qualified
disabled veterans and veterans of the Vietnam era. This policy is consistent
with the Company's plan for 'Affirmative Action' in implementing the intent and
provisions of the various laws relating to employment and non-discrimination.


ANNUAL REPORT ON
FORM 10-K AVAILABLE

A copy of the Company's annual report on Form 10-K, as filed with the Securities
and Exchange Commission, can be obtained without charge by writing to: Office of
the Secretary, Flexsteel Industries, Inc., P. O. Box 877, Dubuque, Iowa
52004-0877.



Visit us on the Internet
http://www.flexsteel.com


FLEXSTEEL(R)
INDUSTRIES INCORPORATED

(C) 1996 FLEXSTEEL INDUSTRIES, INC.

                              -INSIDE BACK COVER-

[PHOTO]
Comfort and good looks are as important to recreational vehicle sales as they
are to home furnishings. For years, Fleetwood has found Flexsteel seating to be
a positive sales feature for their motor homes. For luxurious comfort on the
road, the interior of this Pace Arrow motor home by Fleetwood features a
Flexsteel Magic Bed(R) and a Flexsteel recliner. Flexsteel bucket seats complete
the seating package. 

FLEXSTEEL(R) INDUSTRIES INCORPORATED
P.O. BOX 877 * DUBUQUE, IA 52001-0877

                                  -BACK COVER-


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