-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 VnZtSiiuTtaGkjBEEbYdygppOjb+ycwCJtVQ0Lg5eM+v+1CzB2OfvotIysgagg/A
 sFmp4Uw++eXnI4V3AbzPlA==

<SEC-DOCUMENT>0000914317-04-000533.txt : 20040206
<SEC-HEADER>0000914317-04-000533.hdr.sgml : 20040206
<ACCEPTANCE-DATETIME>20040206110248
ACCESSION NUMBER:		0000914317-04-000533
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20040126
FILED AS OF DATE:		20040206
EFFECTIVENESS DATE:		20040206

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:		04572211

	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>formdef14a-57325_flann.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 27, 2004

                            Fort Lauderdale, Florida
                                January 26, 2004

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 27, 2004, at
10:00 A.M., as 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 2007 Annual Meeting.

      (2)   To vote upon the approval and ratification of a Company Second Key
            Employee Incentive Stock Option Plan as adopted by the Board of
            Directors and set forth in the following Proxy.

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

      Details relating to these matters are sent forth in the attached proxy
statement. Stockholders of record at the close of business on January 12, 2004,
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 and "FOR" the approval and ratification of a Company Second
Key Employee Incentive Stock Option Plan.

                                      FLANIGAN'S ENTERPRISES, INC.


                                      Jeffrey D. Kastner, Assistant Secretary

<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.

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

                                 PROXY STATEMENT
                                January 26, 2004

                         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 27, 2004, 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 12, 2004 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 27, 2003
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 2007 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 elections 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 Mike Roberts has been a director since 2001.

                                 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 12, 2004    of Class
- -----------------   ------------------------------------          ---    ---------   ----------------    --------
<S>                 <C>                                           <C>     <C>            <C>                <C>
Term Ending 2007

Joseph G.           Chairman of the Board and                     74      1960           382,769 (4)        19.9
Flanigan            Chief Executive Officer of
                    the Company

Jeffrey D.          General Counsel and Assistant                 50      1985           452,323 (5)        23.5
Kastner             Secretary of the Company
                    Principal, law firm of Jeffrey
                    D. Kastner, P.A.

Mike Roberts        Beverage Marketing & Sales                    65      2001
                    Consultants of The Action
                    Group

                                    DIRECTORS CONTINUING IN OFFICE AFTER THE MEETING

<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 12, 2004    of Class
- -----------------   ------------------------------------          ---    ---------   ----------------    --------
<S>                 <C>                                           <C>      <C>            <C>                <C>
Term Ending 2006

Charles E.          Certified Manufacturing Engineer              89       1982           22,924             1.2
McManus             And Independent Sales
                    Representative for Food Service
                    Equipment Co., Baltimore, MD
                    Associated with Preferred Food
                    Purveyors, Inc.
                    Baltimore, MD
</TABLE>


                                      -2-
<PAGE>

<TABLE>
<S>                 <C>                                           <C>      <C>           <C>                <C>
James G.            President of the Company and                  39       1991          156,846(1)(3)       8.1
Flanigan            Vice President of Twenty Seven
                    Birds Corporation, a Franchisee
                    Since 1985.

Vacant

Term Ending 2005

William Patton      Vice President of Community                   81       1990           15,498             *
                    Relations since 1981, prior
                    thereto Vice President Lounge
                    Operations

Germaine M. Bell    Former Assistant Secretary                    71       1984
                    of the Company

Patrick J.          President of B.D. 43 Corporation              43       1991           99,000 (2)         5.1
Flanigan            Franchisee since 1985. President
                    of B.D. 15 Corp., General Partner
                    of CIC Investors #15, a Franchisee
                    since 1997

                    Total shares beneficially owned by
                    all directors and executive officers
                    as a group (eleven in number).                                       909,860 (6)        47.2

                    * Less than 1%
</TABLE>

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

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

(2)   Includes 86,400 shares owned by a trust of which Patrick J. Flanigan is
      one of three trustees and a beneficiary, 2000 shares owned by his spouse,
      400 shares owned by his spouse as custodian for his children and 10,200
      shares owned by a trust for his children and of which he is the trustee.

(3)   Includes 1,450 options, 86,400 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 10,200
      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,
      86,400 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 432,000 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 86,400 shares owned by
      each trust.

(6)   Includes 259,200 shares owned equally by the three trusts of which Jeffrey
      D. Kastner is one of the three trustees. The 86,400 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 86,400 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.

      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 the 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 four meetings during the past fiscal year.
The members of the Audit Committee for fiscal year 2003 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 Enterprise,
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 27, 2003 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

<TABLE>
<CAPTION>
                                                                   Other
Name and Principal Position       Annual Compensation       Compensation (1)(2)
- ---------------------------       -------------------       -------------------
<S>                                 <C>                          <C>
Joseph G. Flanigan, (3)(4)(5)       $   200,000                  $38,000
Chairman of the Board,
Chief Executive Officer

Jeffrey D. Kastner, (6)                 153,175
Assistant Secretary
and General Counsel

Edward A. Doxey (6)                     138,175
Chief Financial Officer and
Secretary

August Bucci (6)                        247,478
Chief Operating Officer

James G. Flanigan (6)                   259,133
President

Jean Picard (6)                         125,693
Vice President of Package
Operations

Others (one in number)                  41,850
                                    ----------                   -------
All Executive Officers
As a group (seven number) (7)       $1,165,504                   $38,000
</TABLE>

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

(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)   On June 3, 1987, the Company entered into an Employment Agreement,
      ("Agreement"), with Joseph G. Flanigan effective January 1, through
      December 31, 1998 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,


                                      -5-
<PAGE>

      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 income taxes, in excess of $650,000,
      excluding extraordinary items. For fiscal year ended September 28, 2002, a
      bonus of $133,836 was earned and for fiscal year ended September 27, 2003
      a bonus of $100,000 was earned, one half (1/2) of which was given to James
      G. Flanigan. The Agreement further provides that in the event of "change
      in control" of the Company, the term of the Agreement will continue for a
      period of 3 years. In the event of termination, the Chairman of the Board
      would be entitled to a maximum payment 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
      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 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 27, 2003, a bonus of $40,000 was earned by
James G. Flanigan and bonuses of $15,000 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 $255,606 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.

      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


                                      -6-
<PAGE>

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 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.


                                      -7-
<PAGE>

      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, 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.

      During the third quarter of fiscal year 2003, the Company formed a limited
partnership and raised funds through a private offering to lease a restaurant in
a Howard Johnson's Hotel in Stuart, Florida and renovate the same for operation
under the "Flanigan's Seafood Bar and Grill" servicemark. The restaurant opened
for business on January 11, 2004. The Company acts as general partner of the
limited partnership and is also a 12% limited partner. The limited partnership
interest of all officers and directors represent 16% of the total of the
invested capital. The limited partnership interest of the Chairman's family
represents an additional 12% 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 12, 2004, 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
- ------------------------                                      ---------

Fidelity Investments                                           181,400

Joseph G. Flanigan                                             382,769

Jeffrey D. Kastner                                             452,323

James G. Flanigan                                              156,846

Patrick J. Flanigan                                             99,000

All Officers and Directors
As a Group (eleven in number)                                  909,860


                                      -8-
<PAGE>

                                   AUDIT FEES

      In the fiscal year ended September 27, 2003, the Company paid Rachlin
Cohen & Holtz LLP $58,455 in connection with the preparation of its annual audit
and Form 10-K and $23,816 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 27, 2003.

                                 ALL OTHER FEES

      In the fiscal year ended September 27, 2003, the Company paid Rachlin
Cohen & Holtz LLP an aggregate of $4,247 for review of its income tax returns
and $33,737 in connection with the preparation of its amended annual report for
the fiscal year ending September 28, 2002, its amended quarterly report for the
quarter ending December 28, 2002 and response to the inquires from the SEC.

      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.

PROPOSAL TWO:

              APPROVAL AND RATIFICATION OF THE COMPANY'S SECOND KEY
                      EMPLOYEE INCENTIVE STOCK OPTION PLAN

      On December 18, 2003, the Board of Directors approved the Company's Second
Key Employee Incentive Stock Option Plan, ("Plan"). The purpose of the Plan is
to advance the growth and development of the Company by affording an opportunity
to its key employees to purchase shares of the Company's stock. For purposes of
the Plan, key employees include any employee who is employed in an executive,
supervisory, administrative or professional capacity, including employee
officers and/or directors of the Company, but expressly excludes the Chairman of
the Board of Directors and Chief Executive Officer of the Company. Pursuant to
the terms of the Plan, 95,000 shares of the Company's stock will be available
for options granted to eligible employees. A Key Employee Incentive Stock Option
Committee, ("Committee"), which Committee will consist of 3 members of the Board
of Directors, one of whom shall be the Chairman of the Board, shall have full
authority in its discretion to designate the eligible employees to whom options
shall be granted; the number of shares to be made available under each such
option; the period or periods in which such eligible employee may exercise such
option; the date such option expires; and the price for the stock under such
option. Stock ownership gives such employees, who are an integral part of the
Company's success, a proprietary interest in the Company, which induces them to
promote the best interest of the Company and to continue in its employ. The Plan
also enables the Company to attract competent personnel to enter its employ.

      The above review of certain provisions of the Plan is not, nor is it
intended to be an exhaustive review of the Plan. A complete copy of the Plan is
attached hereto as Exhibit "A" and incorporated by reference. Shareholders are
urged to review the Plan in its entirety.

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.


                                      -9-
<PAGE>

                  STOCKHOLDER PROPOSALS FOR 2005 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 2005 Annual Meeting of the
Company must deliver the proposal to the Company no later than September 20,
2004.

                                  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

                               Jeffrey D. Kastner
                               Assistant Secretary

January 26, 2004


                                      -10-
<PAGE>

EXHIBIT "A"

                          FLANIGAN'S ENTERPRISES, INC.
                 SECOND KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN

                                   SECTION ONE
                       DESIGNATION AND PURPOSE OF THE PLAN

A. Designation. This Plan is designated the "Flanigan's Enterprises, Inc. Second
Key Employee Incentive Stock Option Plan".

B. Purpose. The purpose of this Plan is to advance the growth and development of
the Company by affording an oppor1unity to its officers, professional staff and
other key personnel to purchase shares of the Company's Stock. The acquisition
of such Stock by employees who are an integral part of the Company's success
provides a continuing incentive for them to promote 1he best interests of the
Company. Such stock ownership gives such employees a proprietary interest in the
Company which induces them to continue in its employ. The Plan also enables the
Company to attract competent personnel to enter its employ.

                                   SECTION TWO
                                   DEFINITIONS

As used in this Plan, the following terms shall have the meanings indicated:

A. "Committee" means the Second Key Employee Incentive Stock Option Plan
Committee appointed to administer the Plan pursuant to Section Four.

B. "Company" means Flanigan's Enterprises, Inc., including any present or future
"subsidiary corporation" as such term is defined in Section 424(f) of the 1986
Internal Revenue Code as amended.

C. "Eligible Employee" means any employee of the Company, who is employed as an
executive, supervisory, administrative or professional capacity, including and
Employee Officer and/or Employee Director of the Company. Options are to be
granted under this Plan only to Eligible Employees of the Company. Employees on
leave of absence or in the military service are not Eligible Employees while on
leave of absence or in the military service. The Chairman and Chief Executive
Officer of the Company will not be eligible under this Plan.

D. "Option" means an incentive stock option as defined in Section 422 of the
Internal Revenue Code, granted to a Participant by the Committee under this
Plan. It includes any part of an Option which remains after a Participant has
exercised part, but not all of his or her Option.

E. "Participant" means any Eligible Employee who is granted an Option as
provided in this Plan or any person who succeeds to the rights of such Eligible
Employee under this Plan by reason of the death of such Eligible Employee.

F. "Plan" means this Second Key Executive Incentive Stock Option Plan.

G. "Stock" and "Company's Stock" mean a share or shares of the common stock, par
value Ten Cents ($0.10) per share, of the Company.

H. Whenever appropriate words used in this Plan in the singular may mean the
plural, the plural may mean the singular and the masculine may mean the
feminine.

                                  SECTION THREE
                           STOCK SUBJECT TO THE OPTION

A. Total Number of Shares. The total number of shares of Stock which may be
included in all Options granted to all Participants under this Plan is Ninety
Five Thousand (95,000) shares. The total number of shares of Stock which may be
granted may be increased by a resolution adopted by the Company's Board of
Directors and approved by the Company's stockholders. Such Stock may be either
authorized and unissued common stock or reacquired common stock being held as
Treasury Stock.


                                       A-1
<PAGE>

B. Expired Options. If any Option granted under this Plan (i) is unexercisable,
or (ii) is terminated. or (iii) expires or is cancelled for any other reason, in
whole or in part, the Stock (or remaining stock) subject to that particular
Option shall again be available for grant under this Plan.

                                  SECTION FOUR
                             ADMINISTRATION OF PLAN

A. Appointment of Committee. The Company's Board of Directors shall appoint a
Second Key Employee Incentive Stock Option Plan Committee which shall consist of
not less than three (3) members of such Board of Directors, one (1) of whom
shall be the Chairman, and which other members shall be disinterested persons as
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. In
addition, such Board of Directors shall designate a member of the Committee to
act as Chairman of the Committee, and such Board of Directors may remove any
members of the Committee at any time and appoint any Director to fill any
vacancy on the Committee.

B. Committee Meetings. The Committee shall hold its meetings at such times and
places specified by the Committee Chairman. A majority of the Committee shall
constitute a quorum. All actions of the Committee shall be taken by a majority
of the members at the meeting duly called by its Chairman; provided, however,
any action taken by a written document signed by a majority of the members of
the Committee shall be as effective as action taken by the members at the
meeting duly action taken by a written document signed by a shall be as
effective as action taken by the Committee at a meeting duly called and held.

C. Committee Powers. Subject to the provisions of this Plan. the Committee shall
have full authority in its discretion to (i) designate the Participants to whom
Options shall be granted, (ii) determine the number of shares to be made
available under each such Option, (iii) determine the period or periods in which
Participants may exercise such Option, (iv) determine the date when such Option
expires, and (v) determine the price for the Stock under such Option. The
Committee shall have all powers necessary to administer the Plan in accordance
with its terms, including the power to interpret this Plan and resolve all
questions arising thereunder. The Committee may prescribe such rules and
regulations for administering this Plan as the Committee deems appropriate.

                                  SECTION FIVE
                            SELECTION OF PARTICIPANTS

Discretion of Committee. In determining which Eligible Employees should be
offered Options, as well as the terms thereof, the Committee shall evaluate the
duties and responsibilities of Eligible Employees, their past and prospective
contributions to the success of the Company, the extent to which they are
performing and will continue to perform outstanding services for the benefit of
the Company. and such other factors as the Committee deems relevant. A member of
the Committee shall not participate in any determination of the Committee with
respect to any Option granted to him or her. The Chairman and Chief Executive
Officer is specifically excluded as an Eligible Employee under this Plan.

                                   SECTION SIX
                                OPTION AGREEMENTS

A. Form of Options. Subject to provisions of this Plan. the Options granted to
Participants shall be set forth in written agreements upon such terms and
conditions as the Committee determines. Such agreements shall incorporate the
provisions of this Plan by reference.

B. Date of Granting Options. The date of granting an Option is the date
specified in the written option agreement which is signed by the Participant and
the Company.

                                  SECTION SEVEN
                                  OPTION PRICES

A. Determination of Option Price. The option price for the Stock shall not be
less than 100% of the fair market value of the Stock on the date of the grant.


                                       A-2

<PAGE>

B. Determination of Fair Market Value. The fair market value of the Stock on the
date of granting an Option shall be the mean of the high and low prices at which
the Stock was sold on the market on such date. In the event no such sales of
stock occurred on such date, the fair market value of the Stock shall be
determined by the Committee in accordance with the applicable Regulations of the
Internal Revenue Service.

                                  SECTION EIGHT
                                 TERM OF OPTION

The term of an Option may vary within the Committee's discretion; provided
however, that the term of an Option shall not exceed five (5) years from the
date of granting the Option to the Participant and to this end, all Options
granted pursuant to this Plan must provide that each such Option expires and
cannot be exercised five (5) years from the date of each such Option is granted.

                                  SECTION NINE
                               EXERCISE OF OPTION

A. Limitation of Exercise of Option. The Committee may limit an Option by
restricting its exercise in whole or in part for specified periods,

B. Method of Exercising Option. Subject to the terms of a particular Option, a
Participant may exercise such Option, in whole or in part, by written notice to
the Company's President or Chief Financial Officer stating in such written
notice the number of shares of Stock such Participant elects to purchase under
his or her Option.

C. No Obligation to Exercise Option. A Participant is under no obligation to
exercise an Option or any part thereof.

D. Payment for Option Stock. The Committee shall determine the terms for payment
of Stock and such terms shall be set forth in the option agreement at the time
the Option is granted to the Participant.

E. Delivery of Stock to Participant. The Company shall undertake and follow all
necessary procedures to make prompt delivery of the number of shares of Stock
which the Participant elects to purchase upon exercise of an Option granted
under this Plan. Such delivery, however, may be postponed at the sole discretion
of the Company, to enable the Company to comply with any applicable procedures,
regulations or listing requirements of any government agency, stock exchange or
regulatory authority.

F. Failure to Accept Delivery of Stock. If a Participant refuses to pay for
Stock which he or she has elected to purchase under his or her Option, in
accordance with the terms of payment which had previously been agreed upon, his
or her Option shall thereupon, at the sole discretion of the Committee,
terminate and such funds previously paid for unissued Stock shall be refunded.
Stock which has been previously issued to the Participant and been fully paid
for shall remain the property of the Participant and shall be unaffected by such
termination.

                                   SECTION TEN
                         NON-TRANSFERABILITY OF OPTIONS

During a Participant's lifetime, any Option granted to him or her may be
exercised only by him or her. It may not be sold, assigned, pledged or otherwise
transferred except by testamentary devise or by the laws of descent and
distribution. No Option or any right thereunder shall be subject to execution,
attachment or similar process. Upon any attempt by a Participant to sell,
assign. pledge or otherwise transfer any Option, or any right thereunder,
contrary to the provisions hereof, the Option and all rights thereunder shall
immediately become null and void.


                                       A-3
<PAGE>

                                 SECTION ELEVEN
                             PURCHASE FOR INVESTMENT

A. Written Agreement by Participants. Unless a registration statement under the
Securities Act of 1933 is then in effect with respect to the Stock a Participant
receives upon exercise of his or her Option, a Participant shall acquire the
Stock he or she receives upon the exercise of his or her Option for investment
and not for resale or distribution and he or she shall furnish the Company with
a written statement to that effect when he or she exercises his or her Option
and a reference to such investment warranty shall be inscribed on the Stock
Certificate(s).

B. Registration Requirement. Each Option shall be subject to the requirement
that, if at any time the Company's Board of Directors determines that the
listing, registration or qualification of the Stock subject to the Option upon
any securities exchange or under any state or Federal law is necessary or
desirable as a condition of, or in connection with, the issuance of Stock
thereunder, the Option may not be exercised in whole or in part unless such
listing, registration or qualification shall have been effected or obtained (and
the same shall have been free of any conditions not acceptable to the Company's
Board of Directors).

                                 SECTION TWELVE
                          CHANGES IN CAPITAL STRUCTURE

In the event of a change in the capital structure of the Company, the number of
shares specified in Section Three of this Plan, the number of shares covered by
each outstanding Option and the price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Stock
resulting from the splitting or consolidation of shares, or the payment of a
stock dividend, or effected in any other manner without receipt of additional or
further consideration by the Company.

                                SECTION THIRTEEN
                     CORPORATE REORGANIZATION OR DISSOLUTION

In the event the Company consolidates with or merges into another corporation,
or in the event of the Company's dissolution, all outstanding Options shall
thereupon terminate, provided, however that such Options may be assumed by the
corporation surviving such merger or consolidation within the sole discretion of
the surviving corporation. The Company shall give fifteen (15) days prior
written notice to the holders of the unexercised Options prior to the effective
date of such consolidation, merger or dissolution. All Options previously issued
shall accelerate upon such notice, and the holders hereof may exercise such
Options prior to such effective date, notwithstanding time limitations
previously placed on the exercise of such Options.

                                SECTION FOURTEEN
                            TERMINATION OF EMPLOYMENT

A. Severance. Subject to the provisions of Paragraph B, of this Section
Fourteen. in the event a Participant's employment with the Company terminates,
his or her Option terminates one (1) month from the earlier of (i) the giving of
notice of such termination, or (ii) the date of such termination of employment
in the absence of such notice.

B. Death. If a Participant dies prior to the full exercise of his or her Option,
his or her Option to purchase Stock under such Option may be exercised to the
extent, if any, that the Participant would be entitled to exercise it at the
date of the Participant's death by the person to whom the Option shall pass by
testamentary devise or by the laws of descent and distribution within twelve
(12) months of Participant's death or the expiration of the term of the Option,
whichever date is sooner.

C. Limitation. In no event may an Option be exercised by anyone after the
expiration date provided for in Section Eight of the Plan.


                                       A-4
<PAGE>

                                 SECTION FIFTEEN
                              APPLICATION OF FUNDS

All proceeds received by the Company from the exercise of Options shall be paid
into its treasury and such proceeds shall be used for general corporate
purposes.

                                 SECTION SIXTEEN
                      PARTICIPANT'S RIGHT AS A STOCKHOLDER

A Participant has no right as a stockholder with respect to any Stock covered by
his or her Option until the date a stock certificate is issued to him or her for
such shares. Except as otherwise provided for in Section Twelve of this Plan, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.

                                SECTION SEVENTEEN
                      AMENDMENT AND TERMINATION OF THE PLAN

Discretion of the Board of Directors. The Company's Board of Directors may amend
or terminate this Plan at any time provided that such amendment or termination
does not adversely affect the rights of the Participants who were granted
Options prior thereto. The Board of Directors may not amend this Plan to provide
for an increase in the total number of shares covered by this Plan or for a
change in the definition of "Eligible Employee" without the prior approval of
the Company's stockholders.

Dated: December 18, 2003                 FLANIGAN'S ENTERPRISES, INC.

                                         By: /s/ Joseph G. Flanigan
                                         ------------------------------------

                                                Joseph G. Flanigan
                                         ------------------------------------
                                         Print Name

                                         Chairman and Chief Executive Officer
                                         ------------------------------------
                                         Title


                                      A-5



<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 27, 2004

     The undersigned hereby constitutes and appoints Jeffrey D. Kastner and
James G. Flanigan, 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 27, 2004 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:

     Joseph G. Flanigan, Jeffrey D. Kastner, Mike 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.   APPROVAL AND RATIFICATION OF A COMPANY SECOND KEY EMPLOYEE INCENTIVE STOCK
     OPTION PLAN.
         For      Against  Abstain
         [_]        [_]       [_]

3.   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.

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

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

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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
