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<SEC-DOCUMENT>0000914317-02-000032.txt : 20020414
<SEC-HEADER>0000914317-02-000032.hdr.sgml : 20020413
ACCESSION NUMBER:		0000914317-02-000032
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020222
FILED AS OF DATE:		20020123

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:		1934 Act
		SEC FILE NUMBER:	001-06836
		FILM NUMBER:		02515070

	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>def14a-41932_011502.txt
<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.

                              5059 N.E.18TH Avenue
                         Fort Lauderdale, Florida 33334


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD FEBRUARY 22, 2002

                            Fort Lauderdale, Florida
                                January 22, 2002



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
22, 2002, at 10:00 A.M., at its corporate headquarters, 5059 N.E. 18th Avenue,
Fort Lauderdale, Florida 33334 to consider and act upon the following matters:

               (1)  To elect three directors of the Company to hold office until
                    the year 2005 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 14, 2002,
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.

                              5059 N.E.18TH Avenue
                         Fort Lauderdale, Florida 33334

                                 PROXY STATEMENT
                                January 22, 2002




                         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 22, 2002, at 10:00 A.M. at its corporate  headquarters,  5059 N.E. 18th
Avenue, Fort Lauderdale, Florida, 33334 or at any adjournment of such meeting.

     Stockholders  of record as of the close of business on January 14, 2002 are
entitled to vote at the meeting.  On that date there were outstanding  1,994,873
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 29, 2001
is enclosed.

     The accompanying  proxy is revocable by the stockholders 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 2005 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.  William Patton has been a director since 1990,  Germaine M. Bell has
been a director  since 1984 and Patrick J.  Flanigan  has been a director  since
1991.
<TABLE>
<CAPTION>

                              DIRECTORS ELECT
                                                                                            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 14, 2002     of Class
- ----                     ----------------------------             ---      -------     ------------------    --------

Term Ending 2005

<S>                      <C>                                       <C>       <C>              <C>               <C>
William Patton           Vice President of Community               79        1990             15,498             *

                         Relations since 1981, prior thereto
                         Vice President Lounge Operations

Germaine M. Bell         Former Assistant Secretary                69        1984
                          of the Company

Patrick J. Flanigan      President of B.D. 43 Corporation          41        1991             82,000(2)         4.1
                         a Franchisee since 1985. President
                         of B.D.15 Corp., General Partner of
                         CIC Investors #15, a Franchisee
                         since 1997
</TABLE>

<TABLE>
<CAPTION>



                DIRECTORS CONTINUING IN OFFICE AFTER THE MEETING



                              DIRECTORS ELECT
                                                                                            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 14, 2002     of Class
- ----                     ----------------------------             ---      -------      -----------------    --------

Term Ending 2003

<S>                      <C>                                       <C>       <C>              <C>               <C>
Charles E. McManus       Certified Manufacturing Engineer          87        1982             22,924            1.1
                         And Independent Sales Representative
                         For Food Service Equipment Co.,
                         Baltimore, MD, associated with
                         Preferred Food Purveyors, Inc.,
                         Baltimore, MD.



                                       2



<PAGE>

</TABLE>

<TABLE>
<CAPTION>

                              DIRECTORS ELECT
                                                                                            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 14, 2002     of Class
- ----                     ----------------------------             ---      -------     ------------------    --------
<S>                      <C>                                       <C>       <C>              <C>               <C>
James G. Flanigan -      Vice President of Twenty Seven Birds      37        1991             139,700(1)(3)     7.0
                         Corporation , a Franchisee since 1985

Edward A Doxey           Chief Financial Officer and Secretary     60        1998               9,684(7)         *


Term Ending 2004

Joseph G. Flanigan       Chairman of the Board                     72        1960             481,269(4)       24.1
                         President and Chief Executive
                         Officer of the Company

Jeffrey D.Kastner        Principal, law firm of Jeffrey D.         48        1985          427,500(5)(6)       21.4
                         Kastner,P.A. since 1985, and
                         General Counsel  and Assistant
                         Secretary of the Company

Mike Roberts             Beverage Marketing & Sales                63        2001
                         Consultants of The Action Group


                         Total shares beneficially owned by all
                         directors and executive officers as a
                         Group (nine in number).                                              947,975(6)       47.5
                         * Less than 1%
</TABLE>
- --------------------------------------------------------------------------------

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

(2)  Includes 76,600 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, 400
     shares owned by his spouse as  custodian  for his children and 4,000 shares
     owned by a trust for his children and of which he is the trustee.

(3)  Includes  76,600  shares owned by a trust of which James G. Flanigan is one
     of the three trustees and a beneficiary,  400 shares owned as custodian for
     his children,  4,600 shares owned by his spouse and 4,000 shares owned by a
     trust for his children and of which he is the trustee.

(4)  Includes 76,600 shares owned by a trust of which the spouse of the Chairman
     of the  Board  is one of the  three  trustees  and  2,400  shares  owned by
     grandchildren of the Chairman of the Board.

(5)  Includes  383,000  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 76,600 shares owned by
     each trust.

(6)  Includes  229,800 shares owned equally by the three trusts of which Jeffrey
     D. Kastner is one of the three trustees. The 76,600 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 76,600 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, and 100 by his grandchild.



                                       3



<PAGE>



     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 2001 were  Charles  McManus,
Germaine Bell and Mike Roberts.

     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., 5059 N.E. 18th Avenue. Fort Lauderdale, Florida 33334.

           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  29,  2001 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

Name and Principal Position      Annual Compensation    Other Compensation(1)(2)
- ---------------------------      -------------------    ------------------------
Joseph G. Flanigan, (3)(4)(5)         $355,000                    $38,000
Chairman of the Board,
Chief Executive Officer
and President

Jeffrey D. Kastner,                    131,000
Assistant Secretary
and General Counsel

Edward A. Doxey                        116,000
Chief Financial Officer

Others (one in number)                  42,000                      8,000
                                      --------                    -------

All Executive Officers
As a group (four in number) (6)       $644,000                    $46,000

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

(1)  This table  does not  include  incidental  personal  benefits  of a limited
     nature.  Although the amount of such  benefits and 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)  One 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
     extra-ordinary  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 Oct. 2, 1999, a bonus of $165,000 was earned.  For fiscal
     year ended  September  30,  2000,  a bonus of  $150,000  was earned and for
     fiscal year ended  September  29, 2001 a bonus of $205,000 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).  During the first quarter of fiscal year 2002, Mr. Flanigan
     exercised the option to purchase  72,395 of the  Company's  common stock at
     the option price of $3.25 (adjusted for stock split on April 1, 1999).

(5)  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 was  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  2001,  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 $242,819 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  $15,896  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.

      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




                                       6



<PAGE>



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  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 4,  2000.  The  Company as  general  partner  of the  limited
partnership 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 2001,  the Company formed a limited
partnership  and raised funds through a private  offering to purchase the assets
of a restaurant in West Miami, Florida and renovate the same for operation under
the "Flanigan's  Seafood Bar abd Grill"  servicemark.  The restaurant opened for
business on October 11, 2001. The Company acts as general partner of the limited
partnership and is also a 25% limited partner.  The limited partnership interest
of all  officers  and  directors  represents  14% of the  total of the  invested
capital. The limited partnership interest of the Chairman's family represents an
additional 16.5% of the invested capital.

     During the fourth quarter of fiscal year 2001, the Company formed a limited
partnership  with the Company as general  partner,  and entered  into a sublease
agreement  to own and operate an existing  restaurant  in Weston,  Florida.  The
Company  plans to raise funds  through the limited  partnership  to renovate the
business  premises  for  operation  as a  "Flanigan's  Seafood  Bar and  Grill "
restaurant. The Company will act as general partner 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 funds will not be raised,  nor will  renovations  begin until the
sublessor has resolved  several  zoning and related  matters and it is currently
impossible  to  determine  when the funds  will be raised and  renovations  will
begin.

     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 14, 2002, 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                        9.1

Joseph G. Flanigan                        481,269                       24.1

Jeffrey D. Kastner                        427,500                       21.4

James G. Flanigan                         139,700                        7.0

All Officers and Directors
As a Group (nine in number)               947,975                       47.5


                                   AUDIT FEES

In the year ended  September 29, 2001, we paid Rachlin Cohen & Holtz LLP $47,000
in  connection  with the  preparation  of its annual  audit and  $11,000 for the
quarterly reviews of our filings on Form 10-QSB.

           FINANCIAL DEFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES

Rachlin  Cohen & Holtz LLP did not  perform  any  services  or bill any fees for
direct  or  indirect  operation  and/or  supervision  of  the  operation  of our
information systems,  management of our local area network,  and/or designing or
implementing  a  hardware  or  software  system  that  aggregates   source  data
underlying  the  financial   statements  or  generates   information   that  are
significant  to our  financial  statements  taken as a whole for the year  ended
September 29, 2001.

                                 ALL OTHER FEES

In the year ended  September  29,  2001,  we paid  Rachlin  Cohen & Holtz LLP an
aggregate of $2,000 for review of our income tax returns.

The Audit Committee has considered  whether the provision of services by Rachlin
Cohen & Holtz LLP, other than services  rendered in connection with auditing our
annual financial statements and reviewing our interim financial statements,  and
determined that the provisions of these services is compatible with  maintaining
the independence of Rachlin Cohen & Holtz LLP.


                  STOCKHOLDER PROPOSALS FOR 2003 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 2003 Annual  Meeting of the
Company  must deliver the  proposal to the Company no later than  September  23,
2002.

                                  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, 2002



                                       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 22, 2002

     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, 5059 N.E. 18th Avenue, Ft. Lauderdale,  FL 33334 on
Friday,  February 22, 2002 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:

     William Patton, Germaine Bell, Patrick Flanigan

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




IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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