We report the operation of an all-optical set-reset (SR) flip-flop based on vertical cavity semiconductor optical amplifiers (VCSOAs). This flip-flop is cascadable, has low optical switching power (~10 microW), and has the potential to be integrated on a small footprint (~100 microm(2)). The flip-flop is composed of two cross-coupled electrically pumped VCSOA inverters and uses the principles of cross-gain modulation, polarization gain anisotropy, and highly nonlinear gain characteristics to achieve flip-flop functionality. We believe that, when integrated on chip, this type of all-optical flip-flop opens new prospects for implementing all-optical fast memories and timing regeneration circuits.