A flash memory, a flash memory system, and an operating method thereof. The method of operating a flash memory includes counting the number of memory cells having threshold voltages included in a first adjacent threshold voltage range (defined by a first reference read voltage for distinguishing between initially separated adjacently located threshold voltage distributions and a first search read voltage having a first voltage difference from the first reference read voltage), and a second adjacent threshold voltage range (defined by the first reference read voltage and a second search read voltage having a second voltage difference from the first reference read voltage), and setting a first optimal read voltage based on the difference between the first and second counted numbers of the memory cells.