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<SEC-DOCUMENT>0000914317-01-000050.txt : 20010124
<SEC-HEADER>0000914317-01-000050.hdr.sgml : 20010124
ACCESSION NUMBER:		0000914317-01-000050
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010223
FILED AS OF DATE:		20010123

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLANIGANS ENTERPRISES INC
		CENTRAL INDEX KEY:			0000012040
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				590877638
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-06836
		FILM NUMBER:		1513663

	BUSINESS ADDRESS:	
		STREET 1:		2841 CYPRESS CREEK RD
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33309
		BUSINESS PHONE:		3059749003

	MAIL ADDRESS:	
		STREET 1:		2841 CYPRESS CREEK ROAD
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BIG DADDYS LOUNGES INC
		DATE OF NAME CHANGE:	19780309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CASTLEWOOD INTERNATIONAL CORP
		DATE OF NAME CHANGE:	19760222

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MOSAM CORP
		DATE OF NAME CHANGE:	19690415
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Pursuant to
[_]  Confidential, For Use of the              SS.240.14a-11(c) or SS.240.14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials


                          FLANIGAN'S ENTERPRISES, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5)   Total fee paid:

________________________________________________________________________________
     [_]  Fee paid previously with preliminary materials:

________________________________________________________________________________
     [_]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the form or schedule and the date of its filing.

          1)   Amount previously paid:

________________________________________________________________________________
          2)   Form, Schedule or Registration Statement No.:

________________________________________________________________________________
          3)   Filing Party:

________________________________________________________________________________
          4)   Date Filed:

________________________________________________________________________________

<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.

                             2841 Cypress Creek Road
                         Fort Lauderdale, Florida 33309


                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD FEBRUARY 23, 2001

                            Fort Lauderdale, Florida
                                January 22, 2001

To the Stockholders of Flanigan's Enterprises, Inc.,

     Please take notice that the Annual  Meeting of  Stockholders  of Flanigan's
Enterprises,  Inc. (the "Company") will be held on Friday, February 23, 2001, at
10:00 A.M.,  at its  corporate  headquarters,  2841  Cypress  Creek  Road,  Fort
Lauderdale, Florida, 33309 to consider and act upon the following matters:

     (1)  To elect three  directors of the Company to hold office until the year
          2004 Annual Meeting;

     (2)  To  transact  such other  business  as may  properly  come  before the
          meeting.

     Details  relating  to these  matters  are set forth in the  attached  proxy
statement.  Stockholders of record at the close of business on January 10, 2001,
will be entitled to vote at the meeting.

     The  Company  invites  each  stockholder  to attend the  meeting in person.
However,  whether or not you expect to be present,  your cooperation in promptly
signing and  returning  the  enclosed  proxy in the  envelope  provided  will be
appreciated. Regardless of the number of shares you own, your vote is important.
If you are  present  and vote in person at the  meeting,  the proxy  will not be
used.

     The Board  recommends  and requests a vote "FOR" the three  nominees to the
Board of Directors.

                                         FLANIGAN'S ENTERPRISES, INC.

                                         /s/ Edward A. Doxey

                                         Edward A. Doxey, Secretary

<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.

                             2841 Cypress Creek Road
                         Fort Lauderdale, Florida 33309


                                 PROXY STATEMENT
                                January 22, 2001


                         ANNUAL MEETING OF STOCKHOLDERS

     This proxy  statement is furnished in connection  with the  solicitation by
the management of Flanigan's  Enterprises,  Inc. (the  "Company") of proxies for
use at the Annual Meeting of  Stockholders  of the Company to be held on Friday,
February 23, 2001,  at 10:00 A.M. at its  corporate  headquarters,  2841 Cypress
Creek  Road,  Fort  Lauderdale,  Florida,  33309 or at any  adjournment  of such
meeting.

     Stockholders  of record as of the close of business on January 10, 2001 are
entitled to vote at the meeting.  On that date there were outstanding  1,856,478
shares of Common  Stock ($.10 par value) of the Company,  with each  entitled to
one vote.

     The  Company's  Annual  Report  (including  the Form 10-KSB  filed with the
Securities and Exchange Commission) for the fiscal year ended September 30, 2000
is enclosed.

     The  accompanying  proxy is revocable by the stockholder at any time before
it is  exercised.  Any  stockholder  attending  the  meeting  may vote in person
whether or not a proxy was previously signed. Unless revoked,  properly executed
proxies will be voted in accordance with specifications therein. Proxies with no
specifications  will be voted in favor of all proposals.  There are no rights of
appraisal or similar rights of dissenters with respect to any matter to be acted
upon at the meeting.

     Solicitation of proxies is to be made by use of the mails, and in addition,
may be made by directors,  officers and regular employees of the Company, either
personally or by telephone.  The cost of the  solicitation  will be borne by the
Company,  including  reimbursement  of  brokerage  firms and other  custodian or
nominees for reasonable  expenses incurred in distributing these proxy materials
to their beneficiaries.

                                       1
<PAGE>

PROPOSAL ONE:

                              ELECTION OF DIRECTORS

     The By-Laws of the Company  provide  for a Board of  Directors  which shall
consist of three classes of directors of three directors  each.  Three directors
are to be elected to replace  those of the class whose  terms  expire this year.
The three  directors  to be  elected  at the annual  meeting  shall  serve for a
three-year  term  expiring in 2004 and until  their  respective  successors  are
elected and qualified.

     Shares  of stock  represented  by valid  proxies  received  in time for the
meeting will be voted for the election of the nominees  listed below.  It is not
anticipated  that any of the  nominees  will be  unavailable  for  election as a
director, but in case any of the nominees should become unavailable, the proxies
will be  voted  for such  substitute  as shall  be  designated  by the  Board of
Directors. Joseph G. Flanigan has been a director since 1960, Jeffrey D. Kastner
has been a director  since 1985 and  Michael  Roberts is a nominee for the first
time.

                              DIRECTORS ELECT

<TABLE>
<CAPTION>
                                                                                      Shares of
                                                                                     Common Stock
                        Principal Occupation for the                                 Beneficially
                        Last Five Years and Certain                     Director      Owned as of        Percent
Name                    Other Directorships                   Age       Since       January 10, 2001     of Class
- ----                    ------------------------------       -----      --------    ----------------     --------
<S>                     <C>                                   <C>        <C>          <C>                  <C>
Term Ending 2004

Joseph G. Flanigan      Chairman of the Board                 71         1960         519,718 (4)          24.9
                        President and Chief Executive
                        Officer of the Company

Jeffrey D. Kastner      Principal, law firm of                47         1985         425,500 (5)          20.4
                        Jeffrey D. Kastner, P.A.
                        since 1985, and General
                        Counsel and Assistant
                        Secretary of the Company

Michael Roberts         Vice President of Sales               61          --             --                 --
                        Ginger Spirits, Inc.

<CAPTION>

                              DIRECTORS CONTINUING IN OFFICE AFTER THE MEETING

                                                                                      Shares of
                                                                                     Common Stock
                        Principal Occupation for the                                 Beneficially
                        Last Five Years and Certain                     Director      Owned as of        Percent
Name                    Other Directorships                   Age       Since       January 10, 2001     of Class
- ----                    ------------------------------       -----      --------    ----------------     --------
<S>                     <C>                                   <C>        <C>          <C>                  <C>
Term Ending 2002

William Patton          Vice President of Community           78          1990           15,498              *
                        Relations since 1981, prior
                        thereto Vice President,
                        Lounge Operations

</TABLE>


                                       2
<PAGE>


<TABLE>
<CAPTION>
                                                                                      Shares of
                                                                                     Common Stock
                        Principal Occupation for the                                 Beneficially
                        Last Five Years and Certain                     Director      Owned as of        Percent
Name                    Other Directorships                   Age       Since       January 10, 2001     of Class
- ----                    ------------------------------       -----      --------    ----------------     --------
<S>                     <C>                                   <C>        <C>          <C>                  <C>

Germaine M. Bell        Former Assistant Secretary            68          1984             --                --
                        of the Company

Patrick J. Flanigan     President of B.D. 43 Corp.,           40          1991          77,600 (2)          3.7
(1)                     a Franchisee since 1985.
                        President of B.D. 15 Corp.,
                        General Partner of CIC
                        Investors #15, a Franchisee
                        since 1997

Term Ending 2003

Charles E. McManus      Certified Manufacturing               86          1982          22,924              1.1
                        Engineer and Independent
                        Sales Representative for
                        Food Service Equipment Co.,
                        Baltimore, MD, President of
                        Preferred Food Purveyors, Inc.
                        Baltimore, MD.

James G. Flanigan       Vice President of Twenty-             36          1991         131,700 (3)          6.3
(1)                     Seven Birds Corporation,
                        a Franchisee since 1985

Edward A. Doxey         Chief Financial Officer and           59          1998           7,644 (7)           *
                        Secretary of the Company

                        Total shares beneficially owned
                        by all directors and executive officers
                        as a group (nine in number).                                   971,184 (6)         46.5
                        * Less than 1%
</TABLE>

- -------------------------

(1)  James G. and Patrick J. Flanigan are the sons of the Chairman of the Board.

(2)  Includes 76,200 shares owned by a trust of which Patrick J. Flanigan is one
     of three trustees and a beneficiary,  1,000 shares owned by his spouse, and
     400 shares owned by his spouse as custodian for his children.

(3)  Includes  options to acquire 28,000 shares of common stock granted pursuant
     to the Company Key Employee  Incentive  Stock Option  Plan,  76,200  shares
     owned by a trust of which James G. Flanigan is one of three  trustees and a
     beneficiary,  400 shares  owned as  custodian  for his  children  and 4,600
     shares owned by his spouse.

(4)  Includes  options to acquire 88,244 shares of common stock, see Notes (3) &
     (4) to Cash Compensation Table.  Includes 76,200 shares owned by a trust of
     which the spouse of the Chairman of the Board is one of three  trustees and
     2,400 shares owned by grandchildren of the Chairman of the Board.

                                       3

<PAGE>


(5)  Includes  381,000  shares owned  equally by five trusts of which Jeffrey D.
     Kastner is one of three  trustees.  The five  trusts  include the trusts of
     Patrick J. Flanigan  (See Note (2) above),  James G. Flanigan (See Note (3)
     above),  and the trust of which the spouse of the  Chairman of the Board is
     one of three  trustees  (See Note (4) above) and the 76,200 shares owned by
     each trust.

(6)  Includes  228,600 shares owned equally by the three trusts of which Jeffrey
     D. Kastner is one of the three trustees. The 76,200 shares owned by each of
     the  trusts  of  Patrick  J.  Flanigan  (See Note (2)  above)  and James G.
     Flanigan (See Note (3) above) are included in the calculation of beneficial
     stock ownership of those individuals only. The 76,200 shares of stock owned
     by a trust of which the spouse of the Chairman of the Board is one of three
     trustees  is not  included,  as  that  stock  is  already  included  in the
     calculation of beneficial  ownership of Jeffrey D. Kastner.  The 400 shares
     owned by Patrick J.  Flanigan,  as custodian for his children,  and the 400
     shares owned by James G. Flanigan,  as custodian for his children,  are not
     included,  as  that  stock  is  already  included  in  the  calculation  of
     beneficial ownership of the Chairman of the Board.

(7)  Includes 120 shares owned by his daughter.

     The Board of Directors  met four times during the past fiscal year and each
director  attended  at least  three  of  those  meetings  of the  Board  and its
committees.  Each  director  who is  not a full  time  employee  of the  Company
receives an annual  director's  fee of $5,000 plus $250 for  attendance  at each
Directors Meeting and Audit Committee Meeting.

                   BOARD OF DIRECTORS, COMMITTEES AND NOMINATIONS

     The principal  committee of the Board of Directors is the Audit  Committee.
The  functions  of  this  committee   include   recommending  the  engaging  and
discharging  of  the  Company's   independent   auditors,   reviewing  with  the
independent  auditors  the plan and results of the audit  engagement,  approving
professional  services  provided  by  the  independent  auditors  prior  to  the
performance  of such  services,  reviewing the range of audit and non-audit fees
and  reviewing  the  adequacy of the  Company's  system of  internal  accounting
controls.  The Audit Committee held one meeting during the past fiscal year. The
members  of the Audit  Committee  for  fiscal  year 2000 were  Charles  McManus,
Jeffrey Kastner and Charles Kuhn.

     While there is no nominating  committee,  the entire Board selects nominees
for  election as  directors  and  considers  the  performance  of  directors  in
determining  whether to  nominate  them for  re-election.  In  performing  these
functions,  the Board considers any stockholder  recommendations with respect to
the composition of the Board. Any  recommendation by a stockholder of a proposed
candidate  must be in writing,  accompanied  by a  description  of the  proposed
nominee's  qualification and other relevant  biographical  information  together
with the consent of the proposed nominee to serve. The recommendation  should be
directed  to  the  Board  of   Directors,   Attention:   Secretary,   Flanigan's
Enterprises, Inc., 2841 Cypress Creek Road, Fort Lauderdale, Florida, 33309.

           THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
                                SET FORTH HEREIN.

                                       4

<PAGE>

                             EXECUTIVE COMPENSATION

     The following table sets forth the compensation  paid by the Company during
the fiscal  year ended  September  30,  2000 to all of the  Company's  executive
officers whose  aggregate  direct  re-numeration  exceeded  $60,000,  and to all
executive officers as a group.

                               COMPENSATION TABLE

                                                                   Other
Name and Principal Position         Annual Compensation     Compensation (1)(2)
- -----------------------------       -------------------     -------------------
Joseph G. Flanigan, (3)(4)(5)           $300,000                  $38,000
Chairman of the Board,
Chief Executive Officer
and President

Jeffrey D. Kastner,                      116,000
Assistant Secretary
and General Counsel

Edward A. Doxey,                          95,000
Chief Financial Officer

Others(one in number)                     42,000                    8,000
                                        --------                  -------
All Executive Officers
as a group (four in number)(6)          $553,000                  $46,000

- -------------------------

(1)  This table  does not  include  incidental  personal  benefits  of a limited
     nature.  Although the amount of such  benefits and the extent to which they
     are related to job  performance  cannot be  ascertained  specifically,  the
     Company has concluded that the aggregate  amount does not exceed the lesser
     of  $25,000  or 10% of the cash  compensation  disclosed  above for any one
     person or all executive officers as a group.

(2)  Represents value of premium paid by the Company for life insurance.

(3)  On June 3, 1987,  the Company  entered into an  Employment  Agreement  with
     Joseph G.  Flanigan  effective  January 1,  through  December  31, 1988 and
     subject to one year extensions  unless either the Company or such executive
     shall have  delivered  a notice  that the term will not be  extended.  This
     Agreement   was  approved  by  the   Bankruptcy   Court  in  the  Company's
     reorganization   proceedings  and  was  ratified  by  stockholders  at  the
     Company's 1988 annual meeting (83% of the stockholders  voting ratified the
     Agreement).  Mr.  Flanigan  receives a base salary of  $150,000.  From 1988
     until  September 28, 1996 Mr.  Flanigan  participated  in a profit  sharing
     program based on the Company exceeding certain financial  projections.  For
     the fiscal  year ended  September  28,  1996 no bonus was earned  under the
     Agreement.  At the Company's 1997 annual meeting, the stockholders approved
     a  modification  to the  Agreement to provide that during the period of Mr.
     Flanigan's employment, the Company will pay Mr. Flanigan in addition to his
     base salary an amount equal to fifteen  percent of the annual income of the
     Company before income taxes, in excess of $650,000, excluding extraordinary
     items.  For the fiscal year ended  October 3, 1998 a bonus of $116,000  was
     earned,  of which the sum of $30,000 was refused by Mr.  Flanigan to offset
     the compensation  paid to other executive  officers.  For fiscal year ended
     October 2, 1999,  a bonus of $165,000  was earned and for fiscal year ended
     September 30, 2000, a bonus of $150,000 was earned.  The Agreement  further
     provides that in the event of termination,  the Chairman of the Board would
     be entitled to a maximum payment of $450,000.

     During  fiscal  year 1996,  (prior to  December  30,  1995),  Mr.  Flanigan
     exercised  the option to purchase  93,092  shares of the  Company's  common
     stock, pursuant to the Employee Agreement,  at $0.875 per share. The option
     price in the  Employment  Agreement had been reduced to $0.875 per share in
     December,  1989 and  approved at the  Company's  1990 Annual  Meeting.

     The Employment Agreement further provides that in the event of a "change in
     control" of the  Company,  the term of the  Agreement  will  continue for a
     period  of  three  years  thereafter,  provided  that any  damages  due Mr.
     Flanigan  as a  result  of a  change  in  control  of the  Company  will be
     subordinate  to  the  claims  of the  secured  creditors  in the  Company's
     bankruptcy  proceedings,  whose  damages  would also be due in full. In the
     event of  termination,  Mr.  Flanigan  would be  entitled  to a maximum  of
     $450,000.

                                        5

<PAGE>

(4)  During the quarter  ended March 28, 1992,  the Board of Directors  approved
     issuance  of  additional  options to Joseph G.  Flanigan  to purchase up to
     46,450 shares of the Company's  common stock.  The exercise  price of $2.25
     equaled  the  fair  market  value  on the  date  of  issuance.  By  written
     Resolution,  dated  January 12, 1994,  the Board of  Directors  approved an
     amendment to the stock option  granted  Joseph G. Flanigan  increasing  the
     amount of the option price to $6.50 per share, which reflected in excess of
     110% of the per  share  price of the  Company's  stock  as of the  close of
     business on January 12, 1994. The  expiration  date of the stock option was
     also extended  through  February 27, 2002.  This action was approved by the
     stockholders at the Company's 1994 Annual Meeting. During fiscal year 1999,
     Mr.  Flanigan  exercised  the option to  purchase  19,838 of the  Company's
     common  stock at the option  price of $3.25  (adjusted  for stock  split on
     April 1, 1999).

(5)  Also at the  Company's  1997  Annual  Meeting the  stockholders  approved a
     modification  to the Employment  Agreement  which granted Mr.  Flanigan the
     option  to  acquire  4.99% of the  amount of  common  stock of the  Company
     outstanding as of the date of exercise,  but not less than 45,250 shares at
     the  option  price of $4.95 per  share.  The  expiration  date of the stock
     option is  December  31,  2001.  During  fiscal  year  1999,  Mr.  Flanigan
     exercised  the option to purchase  27,840  shares of the  Company's  common
     stock at the option price of $4.95 per share.

(6)  See "Related Party Transactions."

                           RELATED PARTY TRANSACTIONS

     In fiscal  year  2000,  Walter  L.  McManus,  Sr.,  former  Vice  Chairman,
(together  with his  children;  Castlewood  and Co.,  a  family  owned  Maryland
partnership;  and  Castlewood  Realty  Company,  Inc., a family  owned  Maryland
Corporation) received an aggregate of $242,539 from the Company in lease rentals
for three locations  where they leased to the Company the land or building.  The
Company  owed  agreed  to  lease  rejection  damages  of  $44,346  to  companies
controlled by the former Vice  Chairman of the Board,  which are included in and
payable pursuant to the Company's Plan of Reorganization.

     Members of Mr.  Flanigan's  family  purchased  four units sold to them on a
franchise basis in prior years.  The terms of these sales were similar to one or
more of the  Company's  other  franchise  sales.  The  Company  had no  accounts
receivable from parties related to Mr. Flanigan at year-end.

     During fiscal 1990,  Mr.  Flanigan  acquired a 33.33%  interest in one unit
sold to his family on a franchise basis in prior years. Mr. James G. Flanigan, a
member of the Board of Directors of the Company,  is also a 33.33% owner of this
unit and is the manager of the  day-to-day  operation  of the same.  The Company
assigned the Lease  Agreement for this unit to the  franchisee,  and vacated the
sublease  agreement which had been a part of the franchise  purchase.  With this
transaction, the franchisee becomes responsible for all rent due under the Lease
Agreement.  Under the new Franchise  agreement the Company  receives the royalty
fees only.

     During fiscal 1990,  Mr.  Flanigan also became a 50% owner of a corporation
which assumed management of the day-to-day operation of another unit sold to his
family on a franchise basis in prior years.  Mr. Flanigan became involved in the
day-to-day operation of this unit during fiscal year 1995 on a limited basis.

     During fiscal year 1992, one unaffiliated  franchisee expressed an interest
in selling his unit or returning it to the Company  pursuant to the terms of its
franchise  agreement  and  related  documents.  As a result  of the  substantial
investment  necessary to upgrade and renovate this unit, an affiliated  group of
investors  formed a Subchapter S corporation  and  purchased  this unit from the
franchisee.  The shareholder  interest of all officers and directors  represents
40% of the total invested  capital.  The shareholder  interest of the Chairman's
family represents an additional 50% of the total invested  capital.  The Company
receives the increased  royalties  provided for in the new  franchise  agreement
executed during fiscal year 1996.  During the first quarter of fiscal year 1999,
the Company  purchased the right to manage the  restaurant  for this  franchisee
from an unrelated third party pursuant to an existing Management Agreement.  The
terms of the Management Agreement were not modified.

                                        6

<PAGE>

     During fiscal year 1995, three of the four franchises  purchased by members
of Mr.  Flanigan's  family in prior years,  whose franchise  agreements  expired
during fiscal year 1995,  executed the Company's new franchise agreement for the
continued  operation of their restaurants under the "Flanigan's  Seafood Bar and
Grill"  service mark or other  service  marks  approved by the  Company.  During
fiscal  year  1996,  the  Company's  franchise  agreement  with a member  of Mr.
Flanigan's  family expired and the Company  declined to offer the franchisee the
option of executing its new franchise agreement.

     During the third  quarter of fiscal  year  1997,  a related  party who is a
member of the Board of Directors  of the Company and a member of Mr.  Flanigan's
family  formed  a  limited  partnership  to  own a  certain  franchise  in  Fort
Lauderdale, Florida, through which it raised the necessary funds to renovate the
restaurant.  The related party paid the Company $150,000 to approve his purchase
of this  franchise and for the Company to relinquish its right to act as manager
of the  franchise.  As a result of this  transaction,  the  Company  received  a
promissory note in the original  principal  amount of $100,000 which was paid in
full during  fiscal  year 1999.  The Company is a  twenty-five  percent  limited
partner in the franchise.  The limited partnership  interest of all officers and
directors  represents 48.75% of the total of the invested  capital.  The limited
partnership  interest of the Chairman's family represents an additional 2.50% of
the invested capital.

     During the fourth quarter of fiscal year 1997, the Company formed a limited
partnership  and raised funds through a private  offering to purchase the assets
of a restaurant in Surfside,  Florida, and renovate the same for operation under
the "Flanigan's  Seafood Bar and Grill"  servicemark.  The restaurant opened for
business  on March 6, 1998 The  Company  acts as general  partner of the limited
partnership and is also a 42% limited partner.  The limited partnership interest
of all officers  and  directors  represents  23.20% of the total of the invested
capital.  The  limited  partnership  interest of the  Chairman's  family and the
family of one director represents an additional 8.80% of the invested capital.

     During the fourth quarter of fiscal year 1998, the Company formed a limited
partnership  and raised funds through a private  offering to purchase the assets
of a restaurant in Kendall,  Florida and renovate the same for  operation  under
the "Flanigan's  Seafood Bar and Grill"  servicemark.  The restaurant opened for
business on April 9, 2000.  The Company  acts as general  partner of the limited
partnership and is also a 40% limited partner.  The limited partnership interest
of all  officers  and  directors  represents  13.8% of the total of the invested
capital. The limited partnership interest of the Chairman's family represents an
additional 16.9% of the invested capital.

     During the third quarter of fiscal year 2000,  the Company,  as agent for a
limited partnership to be formed,  entered into an agreement for the purchase of
an existing restaurant  location in West Miami,  Florida to renovate and operate
under the "Flanigan's Seafood Bar and Grill"  servicemark.  The Company will act
as  general  partner  of the  limited  partnership  and will also be up to a 40%
limited partner.  Other related  parties,  including but not limited to officers
and directors of the Company and their families, are also expected to be limited
partners.  The  Company  filed  its  application  for a special  use and  zoning
variances from  Miami-Dade  County,  Florida during the second quarter of fiscal
2001. The  renovations  are expected to begin during the third quarter of fiscal
year 2001 and the  restaurant  is  expected  to open for  business by the end of
fiscal year 2001.

     See footnotes (3) and (5) to the Compensation  Table for a discussion of an
Employment Agreement between the Company and its Chairman of the Board.

     Each of the above  transactions  was  reviewed by the Board of Directors at
the time made and were, in the opinion of management and the Board, entered into
on terms which were no less  favorable  to the Company than could be obtained in
similar transactions with disinterested third parties.

                                       7

<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of January 10, 2001, the names of persons
who own of record, or are known by the Company to own beneficially,  more than 5
percent of its Common Stock,  and the beneficial  ownership of all such stock as
of that date by all officers and directors as a group.  See  footnotes  (3), (4)
and (5) to the  Compensation  Table for a discussion of stock options granted to
Mr. Flanigan.

                                       Number of
Name of Beneficial Owner                 Shares             Percentage
- ------------------------               ---------            ----------
Fidelity Investments                    181,400                 8.7

Joseph G. Flanigan                      519,718                24.9

Jeffrey D. Kastner                      425,500                20.4

James G. Flanigan                       131,700                 6.3

All Officers and Directors
as a Group (nine in number)             971,184                46.5


                  STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

     The rules and regulations of the Securities and Exchange  Commission afford
stockholders the right to submit proposals to the Company which the Company must
then include in its proxy  materials and which will be voted on by  stockholders
at the Annual  Meeting next ensuing.  Under these  regulations  any  stockholder
desiring to submit a proposal  to be voted on at the 2002 Annual  Meeting of the
Company  must deliver the  proposal to the Company no later than  September  21,
2001.

                                  OTHER MATTERS

     As of the date of this proxy  statement,  the management does not intend to
present, and has not been informed that any other person intends to present, any
matters  for action at the  meeting  other than those  specifically  referred to
herein. If, however,  any other matters are properly presented at the meeting it
is the intention of the persons named in the proxies to vote the shares of stock
represented thereby in accordance with their best judgment on such matters.

                       BY ORDER OF THE BOARD OF DIRECTORS

                               /s/ Edward A. Doxey

                                 Edward A. Doxey
                                    Secretary


January 22, 2001


                                       8

<PAGE>

[X]  PLEASE MARK VOTES
     AS IN THIS EXAMPLE

                                REVOCABLE PROXY
                          FLANIGAN'S ENTERPRISES, INC.

             Proxy Solicited on Behalf of the Board of Directors of
                the Company for Annual Meeting February 23, 2001

     The  undersigned  hereby  constitutes  and appoints  Jeffrey D. Kastner and
Edward A. Doxey,  jointly and severely as his true and lawful agents and proxies
with full power of  substitution  in each, to represent the  undersigned  at the
Annual Meeting of Stockholders of Flanigan's Enterprises, Inc. to be held at the
Company's  executive offices,  2841 West Cypress Creek Road, Ft. Lauderdale,  FL
33309 on Friday, February 23, 2001 at 10:00 A.M. and at any adjournments thereof
on all matters coming before said meeting.

                   Please sign exactly as name appears below.







                                          --------------------------------------
  Please be sure to sign and date          Date
   this Proxy in the box below.
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
       Stockholder sign above             Co-holder (if any) sign above



                                           With-       For All
1.   ELECTION OF DIRECTORS.     For        hold        Except
                                [_]        [_]          [_]

     Nominees:

     Joseph G. Flanigan,   Jeffrey D. Kastner,   Michael Roberts

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.


- --------------------------------------------------------------------------------


2.   In their  discretion,  upon other  matters as may properly  come before the
     meeting.

     This proxy,  when properly  executed,  will be voted in the manner directed
herein by the undersigned stockholder.  If no direction is made, this proxy will
be voted for Proposal one.

     When  shares  are held by  joint  tenants,  both  should  sign.  Executors,
administrators,  trustees, etc. should give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer.



=> Detach above card, sign, date and mail in postage paid envelope provided. =>



                           FLANIGAN'S ENTERPRISES, INC.

- --------------------------------------------------------------------------------
                               PLEASE ACT PROMPTLY
                    SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------

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