<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>formdef14aflanigans-48321.txt
<TEXT>
                          FLANIGAN'S ENTERPRISES, INC.

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


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD FEBRUARY 28, 2003

                            Fort Lauderdale, Florida
                                January 23, 2003


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 28, 2003, 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 2006
     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 20, 2003,
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.



                                                    Edward A. Doxey, Secretary

<PAGE>



                          FLANIGAN'S ENTERPRISES, INC.

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


                                PROXY STATEMENT
                                January 23, 2003



                         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 28, 2003, 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 20, 2003 are
entitled to vote at the meeting. On that date there were outstanding 1,926,470
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-K filed with the
Securities and Exchange Commission) for the fiscal year ended September 28, 2002
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 2006 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. Charles E. McManus has been a director since 1982, James G. Flanigan
has been a director since 1991 and Edward A. Doxey has been a director since
1998.


                                                      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 20, 2003    of Class
---------------   -------------------------------------     ------    --------   ----------------    --------

Term Ending 2006

<S>                                                           <C>      <C>       <C>                   <C>
Charles E.        Certified Muanufacturing Engineer and       88       1982      22,924                1.2
McManus           Independent Sales Representative for
                  Food Service Equiptment Co.,
                  Baltimore, MD associated with
                  Preferred Food Purveyors, Inc.
                  Baltimore, MD.

James G.          President of the Company and Vice           38       1991      146,700(1)(3)         7.6
                  Flanigan President of Twenty Seven Birds
                  Corporation, a Franchisee since 1985.

Edward A. Doxey   Chief Financial Officer and                 61       1998      5,774                   *
                  Secretary of the Company

</TABLE>


<TABLE>
<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 20, 2003    of Class
---------------   -------------------------------------     ------    --------   ----------------    --------

Term Ending 2004

<S>                                                           <C>       <C>      <C>     <C>           <C>
Joseph J. Flanigan   Chairman of the Board and Chief          73        1960     429,169 (4)           22.3
                     Executive Officer of the Company

Jeffrey D. Kastner   Principal, law firm of                   49        1985     418,323 (4)           21.7
                     Jeffrey D. Kastner, P.A.
</TABLE>


                                       2

<PAGE>

<TABLE>
<CAPTION>


Mike Roberts         Beverage Marketing & Sales               64        2001
                     Consultants of The Action Group
---------------      ----------------------------------     ------    --------   ----------------    --------

Term Ending 2005

<S>                                                           <C>       <C>      <C>                    <C>
William Patton       Vice President of Community              80        1990     15,498                 *
                     Relations since 1981, prior thereto
                     Vice President Lounge Operations

Germaine M. Bell     Former Assistant Secretary               70        1984
                     of the Company

Patrick J. Flanigan  President of B.D. 43 Corporation a       42        1991     89,000 (2)            4.6
                     Franchisee since 1985. President of
                     B.D. 15 Corp., General Partner of CIC
                     Investor#15, a Franchisee since 1997

                     Total shares beneficially owned by all
                     directors and executive officers as a
                     group (eleven in number).                                   930,488               48.3
                     * Less than 1%
-------------------------------
</TABLE>

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

(2)  Includes 79,600 shares owned by a trust of which Patrick J. Flanigan is one
     of three trustees and a beneficiary,  2,000 shares owned by his spouse, 400
     shares owned by his spouse as  custodian  for his children and 7,000 shares
     owned by a trust for his children and of which he is the trustee.

(3) Includes  79,600  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,  5,600  shares  owned by his spouse and 7,000  shares  owned by a
     trust for his children and of which he is the trustee

(4)  Includes  150,000  shares owned by the spouse of the Chairman of the Board,
     79,600  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  398,000  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 79,600 shares owned by
     each trust.

(6)  Includes  238,800 shares owned equally by the three trusts of which Jeffrey
     D. Kastner is one of the three trustees. The 79,600 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 79,600 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.

     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 $7,500 plus $250 for  attendance  at each
Directors Meeting and Audit Committee Meeting.

                                       3
<PAGE>


                 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 two meetings during the past fiscal year. The
members  of the Audit  Committee  for  fiscal  year 2002 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.


                                       4

<PAGE>


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

                             EXECUTIVE COMPENSATION

     The following table sets forth the compensation  paid by the Company during
the fiscal  year ended  September  28,  2002 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)         $  283,836                    $38,000
Chairman of the Board,
Chief Executive Officer

Jeffrey D. Kastner, (6)                  151,276
Assistant Secretary
and General Counsel

Edward A. Doxey (6)                      137,076
Chief Financial Officer and
Secretary

August Bucci (6)                         208,976
Vice President of Restaurant
Operations

James G. Flanigan (6)                    196,801
President

Jean Picard (6)                          116,192
Vice President of Package
Operations

Others (one in number)                    42,000
                                    -------------------      -------------------
All Executive Officers
-----------------------------
As a group (seven number) (7)         $1,136,157                    $38,000
-----------------------------


(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,
     ("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.
     Through 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.  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. At
     the annual  meeting of the Board of  Directors  on February 22, 2002 and at
     the request of Mr. Flanigan,  the Agreement was further modified 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 ten percent
     of the annual income of the Company before

                                       5

<PAGE>


income taxes, in excess of $650,000,  excluding  extraordinary items. For fiscal
year ended  September  28, 2002, a bonus of $133,836 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 Agreement,  at $0.875 per share.  The option price in the Agreement had been
reduced to $ 0.875 per share in  December,  1989 and  approved at the  Company's
1990 Annual Meeting.

The 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,  In the event of  termination,  Mr.  Flanigan would be entitled to a
maximum of $450,000.

(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
     equualed  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  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)  At the annual  meeting of the Board of Directors on February 22, 2002,  the
     Board of Directors approved a bonus plan whereby executive officers receive
     the  following  percentages  of the annual  income of the  Company,  before
     income taxes, in excess of $650,000, excluding extraordinary items:

                             James G. Flanigan      4%
                             August Bucci         1.5%
                             Jeffrey D. Kastner   1.5%
                             Edward A. Doxey      1.5%
                             Jean Picard          1.5%

For fiscal year ended September 28, 2002, a bonus of $53,532 was earned by James
G. Flanigan and bonuses of $20,276 each, were earned by August Bucci, Jeffrey D.
Kastner, Edward A. Doxey and Jean Picard:


(7)  See "Related Party Transactions."

                           RELATED PARTY TRANSACTIONS

     In fiscal year 2002, 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 $275,469 from the Company in lease  rentals for three  locations
where they leased to the Company the land or building.  During fiscal year 2002,
the Company paid the balance of agreed to lease  rejection  damages to companies
controlled by the former Vice  Chairman of the Board,  pursuant to the Company's
Plan of Reorganization.

                                       6

<PAGE>

     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.

     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,
President  and 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 became 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  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 2.5% 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

                                       7

<PAGE>


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 and 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.  During
the fourth  quarter of fiscal year 2002,  after the sublessor  resolved  several
zoning and related  matters,  the limited  partnership  raised  funds  through a
private  offering to renovate the restaurant for operation under the "Flanigan's
Seafood  Bar and Grill"  servicemark.  This  restaurant  opened for  business on
January 20, 2003. The Company continues to act as general partner of the limited
partnership and is also a 28% limited partner.  The limited partnership interest
of all  officers  and  directors  represents  24.5% of the total of the invested
capital. The limited partnership interest of the Chairman's family represents an
additional 10% of the invested capital.

     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.  See
footnote (6) to the  Compensation  Table for a discussion of bonuses paid by the
Company to other of its executive officers.

     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.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of January 20, 2003, 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             9.4
Joseph G. Flanigan                  429,169            22.3
Jeffrey D. Kastner                  418,323            21.7
James G. Flanigan                   146,700             7.6
All Officers and Directors
As a Group (eleven in number)       930,488            48.3


                                       8
<PAGE>



                                   AUDIT FEES

     In the fiscal year ended September 28, 2002, the Company paid Rachlin Cohen
& Holtz LLP $48,225 in connection  with the  preparation of its annual audit and
Form 10-K and $8,331 for the quarterly reviews of its filings on Form 10-Q.

          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 the
Company's  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 fiscal year
ended September 28, 2002.

                                 ALL OTHER FEES

     In the fiscal year ended September 28, 2002, the Company paid Rachlin Cohen
& Holtz LLP an aggregate of $5,354 for review of its income tax returns.

     The Audit  Committee has  considered the provisions for services by Rachlin
Cohen & Holtz LLP, other than services  rendered in connection with auditing the
Company's  annual  financial  statements  and  reviewing  our interim  financial
statements and determined  that the provisions for these services are compatible
with maintaining the inde-pendence of Rachlin Cohen & Holtz LLP.

                 STOCKHOLDER PROPOSALS FOR 2004 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 2004 Annual  Meeting of the
Company  must deliver the  proposal to the Company no later than  September  22,
2003.

                                 OTHER MATTERS

     As of the date of this  proxy  statement,  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

                                Edward A. Doxey
                                   Secretary

January 23, 2003

                                       9

<PAGE>




                                 REVOCABLE PROXY
                          FLANIGAN'S ENTERPRISES, INC.

X    PLEASE MARK VOTES AS IN THIS EXAMPLE

     Proxy  Solicited  on Behalf of the Board of  Directors  of the  Company for
     Annual Meeting February 28, 2003

     The  undersigned  hereby  constitutes  and appoints  Jeffrey D. Kastner and
Edward A. Doxey,  jointly and severely as his true and lawful agents and proxies
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 Company's
executive offices,  5059 N.E. 18th Avenue,  Ft. Lauderdale,  FL 33334 on Friday,
February 28, 2003 at 10:00 A.M. and at any  adjournments  thereof on all matters
coming before said meeting.

                 Please sign exactly as name appears below.




                                                  With-          For All
                                        For       hold           Except

1.   ELECTION OF DIRECTORS.             [ ]        [ ]            [ ]

     Nominees:

     Edward A.Doxey, Charles E. McManus, James G. 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.




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



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


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

                          FLANIGAN'S ENTERPRISES, INC.

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

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

____________________________________________________

____________________________________________________

____________________________________________________

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