<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q-66100_flanigan.txt
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM 10-Q

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                      For the period ended January 1, 2005

                                       or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE OF 1934

For the transition period from ______ to ______

Commission File Number I-6836

                          Flanigan's Enterprises, Inc.
             (Exact name of registrant as specified in its charter)

                Florida                                    59-0877638
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)

5059 N.E. 18th Avenue, Fort Lauderdale, Florida               33334
   (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code, (954) 377- 1961

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been the subject to such filing
requirements for the past 90 days.

Yes |X| No |_|

Indicate the number of shares outstanding of each of the issuers classes of
Common Stock as of the latest practicable date 1,911,625 as of February 22,
2005.


                                      -1-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                                 JANUARY 1, 2005

PART  I. FINANCIAL INFORMATION

Item 1.  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated Statement of Income -- For the Thirteen Weeks ended
         January 1, 2005 and December 27, 2003. (Unaudited)

         Consolidated Balance Sheets -- As of January 1, 2005
         (Unaudited) and October 2, 2004.

         Consolidated Statement of Cash Flows- For the Thirteen Weeks ended
         January 1, 2005 and December 27, 2003. (Unaudited)

         Notes to Consolidated Financial Statements (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 4.  CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Change in Securities

Item 3.  Default upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8 K

Signatures

Exhibit - 31.1

Exhibit - 31.2

Exhibit - 32.1

Exhibit - 32.2


                                      -2-
<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (In Thousands Except Per Share Amounts)

                                                   Thirteen Weeks Thirteen Weeks
                                                      Ended            Ended
                                                    JANUARY 1       DECEMBER 27
                                                      2005              2003
                                                   ----------       -----------
Revenues:
  Restaurant food sales                            $    6,598       $    5,973
  Restaurant beverage sales                             1,579            1,439
  Package goods sales                                   3,336            2,801
  Franchise-related revenues                              250              319
  Owner's fee                                              38               54
  Other operating income                                   24               23
                                                   ----------       ----------
                                                       11,825           10,609
                                                   ----------       ----------

Costs and Expenses:
 Cost of merchandise sold:
    Restaurants and lounges                             2,925            2,592
    Package goods                                       2,399            2,014
 Payroll and related costs                              3,123            2,831
 Occupancy costs                                          696              587
 Selling, general and administrative expenses           2,343            2,255
                                                   ----------       ----------
                                                       11,486           10,279
                                                   ----------       ----------

    Income from Operations                                339              330
                                                   ----------       ----------

Other Income (Expense):
  Interest expense                                        (29)             (28)
  Minority interest in earnings of
    consolidated joint ventures                           (13)             (46)
  Interest income                                          11                6
  Other                                                    12               15
                                                   ----------       ----------
                                                          (19)             (53)
                                                   ----------       ----------

Income Before Provision for Income Taxes                  320              277

Provision for Income Taxes                                 80               68
                                                   ----------       ----------
Net Income                                         $      240       $      209
                                                   ==========       ==========


                                      -3-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
              UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
                     (In Thousands Except Per Share Amounts)

                                   (Continued)

                                                   January 1,       December 27,
                                                      2005              2003
Net Income Per Common Share:
   Basic                                          $       0.13      $       0.11
                                                  ============      ============
   Diluted                                        $       0.12      $       0.10
                                                  ============      ============

Weighted Average Shares and Equivalent
   Shares Outstanding:
      Basic                                          1,915,425         1,935,695
                                                  ============      ============
      Diluted                                        1,929,373         2,022,485
                                                  ============      ============

      See accompanying notes to unaudited condensed consolidated financial
                                   statements.


                                      -4-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 JANUARY 1, 2005 (UNAUDITED) AND OCTOBER 2, 2004
                                 (In Thousands)

                                     ASSETS

                                                        JANUARY 1      OCTOBER 2
                                                          2005           2004
                                                        ---------      ---------

Current Assets:

Cash and cash equivalents                               $  4,340       $  2,936
   Marketable securities                                     347            328
Notes and mortgages receivable,
  current maturities, net                                     20             25
Due from franchisees                                         179             --
Other receivables                                            188            271
Inventories                                                1,921          1,650
Prepaid expenses                                             691            565
Deferred tax asset                                           114            114
                                                        --------       --------

         Total Current Assets                              7,800          5,889
                                                        --------       --------

Property and Equipment                                    12,413         12,432
                                                        --------       --------

Investments in Joint Ventures                                117            124
                                                        --------       --------

Other Assets:

Liquor licenses, net                                         311            347
Notes and mortgages receivable, net                          123            128
Deferred tax asset                                           368            368
Other                                                        548            486
                                                        --------       --------
          Total Other Assets                               1,350          1,329
                                                        --------       --------

          Total Assets                                  $ 21,680       $ 19,774
                                                        ========       ========


                                      -5-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC, AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 JANUARY 1, 2005 (UNAUDITED) AND OCTOBER 2, 2004

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                 (In Thousands)

                                                      JANUARY 1       OCTOBER 2,
                                                        2005             2004
                                                      ---------       ----------

Current Liabilities:

  Accounts payable and accrued expenses               $   3,703       $   2,824
  Due to franchisees                                        354             767
  Current portion of long term debt                         153              97
  Deferred revenues                                          67              70
  Dividends payable                                         623              --
                                                      ---------       ---------
         Total Current Liabilities                        4,900           3,758
                                                      ---------       ---------

Long Term Debt, Net of Current Maturities                 1,293           1,217
                                                      ---------       ---------

Minority Interest in Equity of
   Consolidated Joint Ventures                            5,784           4,698
                                                      ---------       ---------
Stockholders' Equity:

  Common stock $.10 par value;
    5,000,000 shares authorized
    4,197,642 shares issued                                 420             420
  Capital in excess of par value                          6,147           6,147
  Retained earnings                                       8,593           8,974
  Accumulated other comprehensive income                     44              25
  Treasury stock, at cost 2,286,017 shares
    at January 1,2005 and 2,280,817
    shares at October 2, 2004                            (5,501)         (5,465)
                                                      ---------       ---------
       Total Stockholders' Equity                         9,703          10,101
                                                      ---------       ---------
       Total Liabilities and
        Stockholders' Equity                          $  21,680       $  19,774
                                                      =========       =========

      See accompanying notes to unaudited condensed consolidated financial
                                  statements.


                                      -6-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

       FOR THE THIRTEEN WEEKS ENDED JANUARY 1, 2005 AND DECEMBER 27, 2003
                                 (In Thousands)

                                                      JANUARY 1      DECEMBER 27
                                                         2005           2003
                                                      ---------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                            $     240       $     209
Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Depreciation and amortization                           378             360
    Minority interest in earnings
      of consolidated joint ventures                         13              46
    Recognition of deferred revenue                          (3)             (1)

      Changes in operating assets
      and liabilities:
    (Increase)decrease in:
         Due from franchisees                              (179)            (52)
         Other receivables                                   83            (134)
         Inventories                                       (271)           (420)
         Prepaid expenses                                  (126)             79
         Refundable deposit major supplier                   --              77
         Other assets                                       (62)           (349)
    Increase(decrease)in:
         Accounts payable and
           accrued expenses                                 881           1,214
         Due to franchisees                                (413)           (274)
                                                      ---------       ---------
         Net cash provided by
           operating  activities                            541             755
                                                      ---------       ---------

Cash flows from Investing Activities:

  Collection on notes and mortgages
    receivable                                               10              12
  Purchase of property and equipment                       (323)           (735)
  Distributions from unconsolidated
    joint ventures                                            7              --
                                                      ---------       ---------
         Net cash used in
         investing activities                              (306)           (723)
                                                      ---------       ---------


                                      -7-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

       FOR THE THIRTEEN WEEKS ENDED JANUARY 1, 2005 AND DECEMBER 27, 2003
                                 (In Thousands)

                                                       JANUARY 1    DECEMBER 27
                                                         2005           2003
                                                       ---------    -----------
Cash flows from Financing Activities:

  Payment of long term debt                                 (31)          (78)
  Proceeds from long term debt                              163            --
  Purchase of treasury stock                                (36)           --
  Distributions to joint venture
    minority partners                                      (292)         (230)
  Proceeds from joint venture interests                   1,365         1,325
  Proceeds from exercise of stock options                    --            31
                                                        -------       -------
Net cash provided by financing activities                 1,169         1,048
                                                        -------       -------

Net Increase in Cash and Cash
  Equivalents                                             1,404         1,080
Cash and Cash Equivalents,
  Beginning of Period                                     2,936         1,587
                                                        -------       -------
Cash and Cash Equivalents
  End of Period                                         $ 4,340       $ 2,667
                                                        =======       =======

Supplemental Disclosure for Cash Flow Information:
  Cash paid during period for:
       Interest                                         $    29       $    28
                                                        =======       =======
       Income taxes                                     $    79       $   125
                                                        =======       =======

      See accompanying notes to unaudited condensed consolidated financial
                                  statements.


                                      -8-
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 JANUARY 1, 2005

(1)   BASIS OF PRESENTATION:

      The  accompanying  financial  information for the periods ended January 1,
2005, and December 27, 2003 are unaudited,  but have been prepared in accordance
with the instructions for Form 10-Q. Financial information as of October 2, 2004
has been derived from the audited financial  statements of the Company, but does
not  include  all  disclosures   required  by  generally   accepted   accounting
principles. In the opinion of management, all adjustments,  consisting of normal
recurring  adjustments,  necessary  for a fair  presentation  of  the  financial
information  for  the  periods   indicated  have  been  included.   For  further
information   regarding  the  Company's  accounting   policies,   refer  to  the
Consolidated  Financial  Statements  and related notes included in the Company's
Annual Report on Form 10-K for the year ended October 2, 2004. Operating results
for interim periods are not necessarily indicative of results to be expected for
a full year.

(2)   EARNINGS PER SHARE:

      Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings per
share  establishes  standards for computing  and  presenting  earnings per share
("EPS").  This statement requires the presentation of basic and diluted EPS. The
data on Page 4 shows the amounts  used in  computing  earnings per share and the
effects  on income  and the  weighted  average  number  of  shares of  potential
dilutive common stock.

(3)   RECLASSIFICATION:

      Certain  amounts  in  the  fiscal  2004  financial  statements  have  been
reclassified to conform to the fiscal 2005 presentation.

(4)   RECENT ACCOUNTING PRONOUNCEMENTS:

      In December  2004,  the Financial  Accounting  Standards  Boards  ("FASB")
issued its final standard on accounting for share-based  payments ("SBP"),  FASB
Statement No. 123R (revised 2004),  Share-Based  Payment. The Statement requires
companies  to expense the value of employee  stock  options and similar  awards.
Under FAS 123R,  SBP awards result in a cost that will be measured at fair value
on the awards'  grant  date,  based on the  estimated  number of awards that are
expected to vest.  Compensation  cost for awards that vest would not be reversed
if the awards expire  without  being  exercised.  The effective  date for public
companies  is interim and annual  periods  beginning  after June 15,  2005,  and
applied to all  outstanding  and  unvested  SBP awards at a company's  adoption.
Management  does not  anticipate  that this  Statement  will have a  significant
impact on the Company's consolidated financial statements.

(5)   INVESTMENT IN JOINT VENTURES:

      Pinecrest, Florida

      During the third  quarter of fiscal  year 2003,  the  Company,  as general
partner of the limited  partnership,  entered into a Sale of Business  Agreement
for  the  purchase  of an  existing  restaurant  in  Pinecrest,  Florida,  which
transaction  closed during the first  quarter of fiscal year 2004.  The purchase
price of  approximately  $340,000  related to the  acquisition of a below market
lease and will  therefore be  recognized  as  additional  lease expense over the
remaining life of the lease once operation of the  restaurant  commences.  As of
January 1, 2005


                                      -9-
<PAGE>

the $340,000 is included in the accompanying  balance sheet in other assets. The
Company agreed to  unconditionally  guaranty the lease for the business premises
in order to procure the consent of the landlord to the  assignment of the lease.
During the second  quarter of fiscal year 2004 and after  removing  the interior
finishes in  anticipation of completing its building plans for the renovation of
the  business  premises,  the Company  found  numerous,  substantial  structural
deficiencies which must be rectified prior to any renovations being made.

      During the third  quarter of fiscal  year 2004,  the  Company,  as general
partner of the limited partnership,  and the landlord agreed upon the structural
repairs  required,  as set  forth by the  landlord's  engineering  firm,  and to
equally  share  the  cost  thereof  in order to  minimize  further  delay to the
renovation of the business premises.  During fourth quarter of fiscal year 2004,
the structural repairs were made by the landlord's  contractor.  Upon submitting
its building plans to Pinecrest, Florida for review and the issuance of building
plans, the Company was advised that there were structural  problems that had not
been addressed and other structural  problems that were not adequately  repaired
and that its building plans would not be reviewed until the structural  problems
were rectified.  The Company, as general partner of the limited partnership,  is
proceeding with the necessary structural repairs,  while preserving its right to
pursue a claim  against the  landlord  for its  contribution  to any  additional
structural  repairs and  reimbursement  of rent paid while the processing of its
building plans is delayed. The structural repairs should be completed during the
third  quarter  of fiscal  year  2005,  after  which the  limited  partnership's
building plans will be processed by Pinecrest,  Florida, building permits issued
and the renovations made to the business premises. The limited partnership still
intends to raise funds  through a private  offering to renovate  the  restaurant
once the renovation costs have been determined.  At the end of the first quarter
of fiscal year 2005, the Company had advanced the sum of $910,420 to the limited
partnership,  the use of which included,  but was not limited to, funds to close
on the purchase of the existing business, architectural and engineering fees and
its  contribution to structural  repairs made to date. The Company  continues to
act as a general  partner  and will also be the owner of up to thirty  three and
one-third  percent  limited  partnership  interest.  It is anticipated  that the
renovated restaurant will be open for business by the end of calendar year 2005.

      Wellington, Florida

      During the fourth quarter of fiscal 2004, a limited partnership was formed
with the Company as general partner,  which limited  partnership  entered into a
lease agreement to own and operate a restaurant in Wellington,  Florida.  During
the first  quarter of fiscal year 2005,  the limited  partnership  completed its
private  offering,  raising  the sum of  $1,850,000  to  renovate  the  business
premises for operation as a "Flanigan's  Seafood Bar and Grill" restaurant.  The
Company  continues  to act as general  partner and is also the owner of a twenty
six  percent  limited  partnership  interest,  as  are  other  related  parties,
including  but not limited to officers  and  directors  of the Company and their
families.  Possession  of the  business  premises was turned over to the limited
partnership  at the start of the first quarter of fiscal year 2005,  renovations
are underway and it is anticipated  that the renovated  restaurant will open for
business by the start of the third quarter of fiscal year 2005.

(6)   INVESTMENTS:

      Investments in equity securities that have readily determinable values are
classified   and   accounted  for  as   available-for-sale.   Available-for-sale
securities are carried at fair value with  unrealized  gains and losses recorded
as a separate  component of accumulated  other  comprehensive  income.  Realized
gains and losses are calculated based on the specific  identification method and
recorded in "other income" on the income statement. At January 1, 2005, the fair
value exceeded cost.


                                      -10-
<PAGE>

(7)   INCOME TAXES:

      Financial  Accounting  Standards Board  Statement No. 109,  Accounting for
Income Taxes,  requires  among other things,  recognition of future tax benefits
measured at enacted  rates  attributable  to  deductible  temporary  differences
between  financial  statement and income tax basis of assets and liabilities and
to tax net  operating  loss  carryforwards  and tax  credits to the extent  that
realization of said tax benefits is more likely than not. The deferred tax asset
was $482,000 as of January 1, 2005 and October 2, 2004.

(8)   COMMITMENTS AND CONTINGENCIES:

      Guarantees

      The  Company   guarantees   various   leases  for   franchisees,   limited
partnerships  and locations sold in prior years.  Remaining  rental  commitments
required  under these  leases are  approximately  $2,439,000.  In the event of a
default  under  any of these  agreements,  the  Company  will  have the right to
repossess  the premises  and operate the business to recover  amounts paid under
the guarantee either by liquidating assets or operating the business.

      Litigation

      The Company is a party to various  litigation  matters  incidental  to its
business. Certain claims, suits and complaints arising in the ordinary course of
business have been filed or are pending against the Company.

      Certain states have "liquor  liability"  laws which allow a person injured
by an "intoxicated person" to bring a civil suit against the business (or social
host) who  served  intoxicating  liquors to an  already  "obviously  intoxicated
person", know as "dram shop" claims. Florida has restricted its dram shop claims
by statute,  permitting persons injured by an "obviously  intoxicated person" to
bring  court  action  only  against  the  business  which had  served  alcoholic
beverages  to a minor or to an  individual  known to be  habitually  addicted to
alcohol. The Company is generally  self-insured for liability claims, with major
losses partially covered by third-party  insurance carriers.  The extent of this
coverage  varies by year. The Company  currently has no dram shop cases pending.
For further  discussion see the section  headed Legal  Proceedings on page 15 of
the  Company's  Annual  Report on Form 10-K for the fiscal year ended October 2,
2004. The Company  accrues for potential  uninsured  losses based upon estimates
received from legal counsel and its historical experience, when uninsured claims
are  pending.  Such  accrual is  included in the  "Accounts  payable and accrued
expenses". See Note 6 in the Company's Annual Report on Form 10-K for the fiscal
year ended October 2, 2004.

      During fiscal year 2003, the Company was served with a complaint  alleging
violations  of  the  ADA at one of its  locations.  The  Company  corrected  all
violations  noted in the complaint and during the fourth  quarter of fiscal year
2004, settled the lawsuit.

      During  fiscal year 2003,  the Company,  as general  partner of one of its
limited  partnerships,  and  one  of  its  franchisees,  received  notifications
alleging their failure to complete  correcting ADA violations  pursuant to their
respective settlement agreements from previous lawsuits alleging ADA violations.
The Company, as general partner of the limited  partnership,  and the franchisee
corrected any uncorrected ADA violations and during the fourth quarter of fiscal
year 2004, settled any claims arising out of the same.


                                      -11-
<PAGE>

(9)   BUSINESS SEGMENTS

The Company  operates  principally  in two segments - retail  package stores and
restaurants. The operation of package stores consists of retail liquor sales.

Information  concerning the revenues and operating income for the quarters ended
January 1, 2005 and  December  27,  2003,  and  identifiable  assets for the two
segments  in which  the  Company  operates,  are shown in the  following  table.
Operating  income is total revenue less cost of  merchandise  sold and operating
expenses relative to each segment.  In computing  operating income,  none of the
following items have been included: interest expense, other non-operating income
and expense and income  taxes.  Identifiable  assets by segment are those assets
that are used in the Company's operations in each segment.  Corporate assets are
principally cash and notes and mortgages  receivable.  The Company does not have
any operations  outside of the United States and  intersegment  transactions are
not material.

                                                 January 1,         December 27,
                                                   2005                 2003
                                                   ----                 ----
Operating Revenues:
   Restaurants                                   $  8,177             $  7,412
   Retail package stores                            3,336                2,801
   Other revenues                                     312                  396
                                                 --------             --------
      Total operating revenues                   $ 11,825             $ 10,609

Operating Income Reconciled to Income
  before Income Taxes:
    Restaurants                                  $    658             $    612
    Retail package stores                             195                  110
                                                 --------             --------
                                                      853                  722
    Corporate expenses, net of other
       revenues                                      (514)                (392)
                                                 --------             --------
    Operating income                                  339                  330
    Other                                              19                  (53)
                                                 --------             --------
          Income Before Income Taxes             $    320             $    277
                                                 ========             ========

                                        January 1,              October 2,
                                           2005                     2004
                                           ----                     ----
Identifiable Assets:
   Restaurants                           $10,293                  $10,033
   Retail package store                    2,513                    2,505
                                         -------                  -------
                                          12,806                   12,538
   Corporate                               8,874                    7,236
                                         -------                  -------
Consolidated Totals                      $21,680                  $19,774

                                      -12-
<PAGE>

(9)   BUSINESS SEGMENTS (Continued)


                                                    s Thirteen Weeks Ending
                                                January 1,          December 27,
                                                  2005                  2003
                                                  ----                  ----
Capital Expenditures
         Restaurants                              $ 251                 $ 805
         Retail Package Stores                        9                    42
                                                  -----                 -----
                                                    260                   763
Corporate                                            63                   (28)
                                                  -----                 -----
Total Capital Expenditures                        $ 323                 $ 735
                                                  =====                 =====

Depreciation and Amortization:
         Restaurants                              $ 281                 $ 280
         Retail Package Stores                       31                    27
                                                  -----                 -----
                                                    312                   307
         Corporate                                   30                    53
                                                  -----                 -----
Total Depreciation & Amortization                 $ 342                 $ 360
                                                  =====                 =====

Item 2. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
        OF OPERATIONS:

      Reported  financial results may not be indicative of the financial results
of future periods.  All  non-historical  information  contained in the following
discussion constitutes  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Words such as "anticipates,  appears,  expects,  intends, hopes, plans,
believes, seeks, estimates, may, will," and variations of these words or similar
expressions  are  intended  to  identify   forward-looking   statements.   These
statements  are not  guarantees  of future  performance  and involve a number of
risks and  uncertainties,  including  but not  limited  to  customer  demand and
competitive  conditions.  Factors  that  could  cause  actual  results to differ
materially  are  included  in,  but not  limited  to,  those  identified  in the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  in the Annual  Report on Form 10-K for the  Company's  fiscal year
ended  October 2, 2004 and in this  Quarterly  Report on Form 10-Q.  The Company
undertakes  no  obligation  to publicly  release the results of any revisions to
these forward-looking  statements that may reflect events or circumstances after
the date of this report.

      The Company owns and /or operates full service restaurants, package liquor
stores and an entertainment oriented club (collectively the "units"). At January
1, 2005, the Company  operated 18 units and had equity  interests in seven units
which have been franchised by the Company. The table below sets out the changes,
if any, in the type and number of units being operated.

                                        Jan.1     Oct.2      Dec. 27      Note
                                        2005       2004       2003       Number
        Types of Units
        ------------------------------------------------------------------------
        Company Owned:
           Combination package
           and restaurant                 4          4          4
           Restaurant only                2          2          2
           Package store only             5          5          4      (1)(2)

         Company Managed
          Restaurants Only:


                                      -13-
<PAGE>

           Limited partnerships           5          5          4      (3)(4)(5)
           Franchise                      1          1          1

        Company Owned Club:               1          1          1

          Total Company
          Owned/Operated Units           18         18         16

        Franchised units                  7          7          7      (6)

Notes:

      (1) During the fourth  quarter of fiscal year 2001,  the  Company  entered
into a ground  lease for an out parcel in  Hollywood,  Florida.  The Company has
constructed a building on the out parcel, one-half (1/2) of which is used by the
Company for the operation of a package liquor store and the other one-half (1/2)
is  subleased  by the  Company as retail  space.  The package  store  opened for
business on November 17, 2003.

      (2) During the second quarter of fiscal year 2001,  the Company  completed
renovations  to its new  corporate  offices and  relocated to the same.  The new
corporate  offices consist of a two (2) story building,  with space set aside on
the ground floor for a package liquor store.  The Company filed the  application
for its building  permits  during the third quarter of fiscal year 2002,  but is
still  involved  in  litigation  with  the  adjacent  shopping  center  over the
Company's  right  to  non-exclusive   parking  in  the  shopping   center.   The
construction  of a package liquor store has been postponed  until the litigation
is  concluded,  which should occur during fiscal year 2005.  The package  liquor
store is not included in the table of units.

      (3) During the third quarter of fiscal year 2003, the Company,  as general
partner of the limited  partnership,  entered into a Sale of Business  Agreement
for  the  purchase  of  an  existing  business  in  Pinecrest,   Florida,  which
transaction closed during the first quarter of fiscal year 2004. The Company, as
general  partner  of the  limited  partnership,  is  proceeding  with  necessary
structural  repairs,  while  preserving  its right to pursue a claim against the
landlord  for  its  contribution  to  the  additional   structural  repairs  and
reimbursement  of rent  paid  while  the  processing  of its  building  plans is
delayed.  The structural repairs should be completed during the third quarter of
fiscal year 2005, after which the limited  partnership's  building plans will be
processed by Pinecrest,  Florida,  building  permits issued and the  renovations
made to the business premises.  It is anticipated that the renovated  restaurant
will be open for  business by the end of calendar  year 2005 and is not included
in the table of units.

      (4) During the third  quarter of fiscal year 2003,  a limited  partnership
was formed  with the  Company  as general  partner,  which  limited  partnership
entered  into a lease  agreement  to own and  operate a  restaurant  in a Howard
Johnson's  Hotel in Stuart,  Florida.  During the fourth  quarter of fiscal year
2003,  the  limited  partnership  raised  funds  through a private  offering  to
renovate the business  premises for operation as a  "Flanigan's  Seafood Bar and
Grill" restaurant. The Company acts as general partner and owns a twelve percent
limited partnership interest.  The restaurant opened for business on January 11,
2004.

      (5) During the fourth  quarter of fiscal year 2004, a limited  partnership
was formed  with the  Company  as general  partner,  which  limited  partnership
entered into a lease  agreement to own and operate a restaurant  in  Wellington,
Florida under the  "Flanigan's  Seafood Bar and Grill" service mark.  During the
first quarter of fiscal year 2005, the limited  partnership raised funds through
a


                                      -14-
<PAGE>

private  offering  to  renovate  the  business   premises  for  operation  as  a
"Flanigan's  Seafood  Bar and Grill"  restaurant.  The  Company  acts as general
partner  and owns a twenty  six  percent  limited  partnership  interest.  It is
anticipated that the renovated restaurant will open for business by the start of
the third quarter of fiscal year 2005 and is not included in the table of units.

      (6)  Since the  fourth  quarter  of 1999,  the  Company  has  managed  the
restaurant for a franchisee.  The franchised restaurant is included in the table
of units as a  restaurant  operated  by the Company  and the  franchise  is also
included  as a unit  franchised  by the  Company and in which the Company has an
interest.

Results of Operations

                                                 Thirteen Weeks Ended
                                          Jan. 1,                 Dec. 27,
                                            2005                    2003
                                     Amount      Percent      Amount     Percent
                                     ------      -------      ------     -------
                                        (In Thousands)         (In Thousands)

Restaurant food sales               $ 6,598       57.31      $ 5,973       58.48
Restaurant bar sales                  1,579       13.71        1,439       14.09
Package goods sales                   3,336       28.98        2,801       27.43
                                    -------      ------      -------      ------

Total sales                         $11,513      100.00      $10,213      100.00

Franchise related revenues              250                      319
Owners fee                               38                       54
Other operating income                   24                       23
                                    -------                  -------

Total Revenue                       $11,825                  $10,609
                                    =======                  =======

      As the table above illustrates, total revenues in the thirteen weeks ended
January 1, 2005  increased  by 11.46% as compared to the total  revenues for the
thirteen  weeks ending  December 27, 2003  primarily  due to the  restaurant  in
Stuart  Florida being open for the fiscal quarter and the package goods store in
Hollywood,  Florida being open for the entire  fiscal  quarter.  Total  revenues
should  continue to increase due to the opening of the restaurant in Wellington,
Florida by the start of the third quarter of fiscal year 2005. If the restaurant
in Pinecrest, Florida is open for business prior to the end of fiscal year 2005,
revenues will increase even further during the fiscal year.

      Restaurant  food sales  represented  57.31% of total sales in the thirteen
weeks of fiscal year 2005 as  compared to 58.48% of total sales in the  thirteen
weeks of fiscal  year 2004.  The weekly  average of same store  restaurant  food
sales, which now includes three joint venture  restaurants  instead of one, were
$411,792 and $395,253 for the thirteen  weeks ended January 1, 2005 and December
27, 2003,  respectively,  an increase of 4.18% The increase in  restaurant  food
sales is due to menu price  increases and the  continued  increase in the weekly
average of same store  restaurant food sales.  The percentage of restaurant food
sales to total sales decreased due to increased package store sales.

      Restaurant  bar sales  represented  13.71% of total sales in the  thirteen
weeks of fiscal year 2005 as  compared to 14.09% of total sales in the  thirteen
weeks of fiscal year 2004. The weekly average of same store restaurant bar sales
were  $96,226  and  $92,273 for the  thirteen  weeks  ended  January 1, 2005 and
December  27,


                                      -15-
<PAGE>

2003, respectively,  an increase of 4.28%. The increase in the weekly average of
same store  restaurant  bar sales is consistent  with the increase in the weekly
average  same store  restaurant  food sales and also  attributed  to  promotions
designed to  increase  restaurant  bar sales.  The  Company  plans to  introduce
additional  promotions  during  the  balance  of fiscal  year  2005 to  increase
restaurant bar sales,  without jeopardizing the Company's perception as a family
restaurant.

      Package  goods sales  represented  28.98% of total  sales in the  thirteen
weeks of fiscal year 2005,  as compared to 27.43% of total sales in the thirteen
weeks of fiscal  year 2004.  The  increase is  primarily  due to the new package
store in Hollywood, Florida being open for the entire fiscal quarter. The weekly
average of same store  package  goods sales were  $231,837  and $207,423 for the
thirteen  weeks ended  January 1, 2005 and December 27, 2003,  respectively,  an
increase of 11.77%. The increase was primarily due to increased volume.  Package
good sales are  expected  to continue  increasing  through the balance of fiscal
year 2005 due to the  continued  increase  in the  weekly  average of same store
package sales.

      The gross profit margin for restaurant and bar sales was 64.23% and 65.03%
for the thirteen weeks ended January 1, 2005 and December 27, 2003 respectively.
The gross profit for  restaurant  and bar sales for the first  quarter of fiscal
2005 was adversely  effected by higher food costs,  especially the cost of ribs.
The Company  enters into an annual  contract  with its rib supplier to stabilize
the cost of ribs during the calendar year and a significantly more favorable rib
contract  expired at the end of the thirteen  weeks ended December 27, 2003. The
Company's new contract for calendar year 2005 is at a more  favorable  cost than
the contract  which  expired at the end of the thirteen  weeks ended  January 1,
2005. The Company has offset these  increased  costs by menu price increases and
will continue to do so during fiscal year 2005, where competitively feasible.

      The gross profit margin for package goods stores was 28.09% and 27.12% for
the thirteen  weeks ended  January 1, 2005 and December 27, 2003,  respectively.
The  increase in gross profit is  attributed  to the purchase of "close out" and
merchandise reduction from wholesalers and the continued implementation of a new
training  program for  package  store  employees.  The gross  profit  margin for
package  goods  stores is  expected  to remain  constant  through the balance of
fiscal year 2005.

Operating Costs and Expenses

      Operating  costs and expenses were  $11,486,000  and  $10,279,000  for the
thirteen  weeks ended  January 1, 2005 and  December 27, 2003  respectively,  an
increase  of 11.74%.  The  increase is  accounted  for by the  operation  of the
restaurant  in Stuart,  Florida for the fiscal  quarter,  and the package  goods
store in Hollywood, Florida being open for the entire fiscal quarter, as well as
a general increase in overall operating costs and expenses.  Operating costs and
expenses are expected to continue  increasing through the balance of fiscal year
2005 with the  anticipated  opening of the restaurant in Wellington,  Florida by
the start of the third  quarter of fiscal  year 2005 and a general  increase  in
overall  operating costs and expenses,  including but not limited to food costs.
The opening of the new restaurant in Pinecrest,  Florida or even the preparation
for the  opening of the same for  business  by the end of fiscal  year 2005 will
increase operating costs and expenses for the balance of the fiscal year.

      Payroll and related costs were  $3,123,000 and $2,831,000 for the thirteen
weeks ended January 1, 2005 and December 27, 2003  respectively,  an increase of
10.31%. The increase is attributed to the operation of the restaurant in Stuart,
Florida for the fiscal  quarter and the  operation  of the new package  store in
Hollywood, Florida for the entire fiscal quarter ended January 1, 2005.


                                      -16-
<PAGE>

      Occupancy costs which include rent, common area  maintenance,  repairs and
taxes were  $696,000 and $587,000 for the thirteen  weeks ended  January 1, 2005
and  December  27, 2003  respectively,  an increase of 18.57%.  The  increase is
accounted for by the payment of rent for the  restaurant  in Pinecrest,  Florida
for the fiscal quarter.  Occupancy  costs will continue to increase  through the
balance  of  fiscal  year  2005  with  the  continued  payment  of rent  for the
restaurant  in  Pinecrest,  Florida,  as well  as the  payment  of rent  for the
restaurant in Wellington,  Florida  commencing at the start of the third quarter
of fiscal year 2005.

      Selling,   general  and   administrative   expenses  were  $2,343,000  and
$2,255,000  for the thirteen  weeks ended  January 1, 2005 and December 27, 2003
respectively,  an  increase  of 3.90%.  The  increase  in  selling,  general and
administrative  expense is accounted for by the  operation of the  restaurant in
Stuart, Florida for the fiscal quarter; expenses associated with the restaurants
in Wellington,  Florida and Pinecrest, Florida; the operation of the new package
store in Hollywood, Florida for the entire fiscal quarter ended January 1, 2005;
and an overall increase in expenses generally.

New Joint Venture Restaurants

      As the Company opens new joint venture restaurants on a more regular basis
the Company's  income from operations  will be adversely  effected by the higher
costs  associated  with the opening of the same. To insure that a new restaurant
opens  with the high  quality  of service  for which the  Company is known,  the
Company has a select group of employees,  known as "new restaurant openers", who
travel to new restaurants for that purpose.  "New restaurant  openers" may spend
up to 90 days at a new  restaurant.  If the new joint venture  restaurant is not
local,  lodging  has to be  provided  for the "new  restaurant  openers",  which
increases the opening costs significantly.  To date, lodging for "new restaurant
openers" has only been provided for the new joint venture  restaurant in Stuart,
Florida.  In addition,  immediately prior to the opening of a new restaurant and
in order to provide a "test run" for the same, the Company sponsors  pre-opening
parties for its joint venture investors and the Company employees.

      In addition, the pre-opening rent is generally less for new leases, rather
than the purchase of an existing  location  which  includes the assumption of an
existing  lease.  In the case of the joint  venture  restaurant  in  Wellington,
Florida,  the lease agreement includes a one hundred eighty (180) day period for
renovations  prior to the  commencement of the lease and it is anticipated  that
the  restaurant  will be renovated and open for business  within two hundred ten
(210) days, in which event,  pre-opening  rent should not exceed $18,404.  As of
January 1, 2005, the pre-opening rent paid for the new joint venture  restaurant
in Pinecrest, Florida aggregates $204,000 and continues at $17,000 per month.

      During  the first  quarter  of fiscal  year  2005,  the joint  venture  in
Wellington, Florida reported a loss of $103,370 and the joint venture restaurant
in Pinecrest,  Florida,  which is still  undergoing  structural  repairs at this
time,  reported a loss of $80,414,  thus reducing income from operations for the
fiscal quarter  ending January 1, 2005.  During the balance of fiscal year 2005,
income from operations will be adversely  affected by the opening costs still to
be incurred for the new joint venture  restaurants  in  Wellington,  Florida and
Pinecrest, Florida.

Trends

      During the next twelve months management  expects  continued  increases in
restaurant sales, due primarily to the opening of the restaurants in Wellington,
Florida and Pinecrest,  Florida and continued increases in same store restaurant
sales.  Package  good sales are also  expected  to  increase  due  primarily  to
increases in same store package goods sales.  At the same time,  management also


                                      -17-
<PAGE>

expects  higher food costs and  overall  expenses  to  increase  generally.  The
Company has already  raised some of its menu prices to offset  higher food costs
and will  continue to do so  wherever  competitively  possible.  During the next
twelve months,  management  projects an increase in overall profit before income
tax.

Liquidity and Capital Resources

Cash Flows

      The following table is a summary of the Company's cash flows for the first
thirteen weeks of fiscal years 2005 and 2004.

                                                       Thirteen Weeks Ended
                                                     Jan. 1          Dec.27,
                                                       2005            2003
                                                     -------         -------
                                                           (In Thousands)
Net cash provided by
  operating activities                               $   541         $   755

Net cash provided by (used in)
  investing activities                                  (306)           (723)

Net cash provided by
  financing activities                                 1,169           1,048
                                                     -------         -------

Net Increase in Cash and Cash Equivalents              1,404           1,080

Cash and Cash Equivalents, Beginning                   2,936           1,587
                                                     -------         -------

Cash and Cash Equivalents, Ending                    $ 4,340         $ 2,667
                                                     =======         =======

      On December 9, 2004, the Company  declared a cash dividend of 32 cents per
share payable on January 28, 2005 to the  shareholders  of record on January 14,
2005.

      On December 18, 2003, the Company declared a cash dividend of 30 cents per
share  payable on January 15,  2004 to  shareholders  of record on December  30,
2003.

      On December 19, 2002, the Company declared a cash dividend of 27 cents per
share payable on January 30, 2003 to shareholders of record on January 17, 2003.

Capital Expenditures

      The Company had additions to fixed assets of $323,000  during the thirteen
weeks ended January 1, 2005 as compared to $735,000 for the thirteen weeks ended
December 27, 2003 and $1,873,000 for the fiscal year ended October 2, 2004.

      All of the  Company's  units  require  periodic  refurbishing  in order to
remain  competitive.  The budget for fiscal year 2005 is  $325,000.  The Company
expects the funds for these  improvements  to be provided  from  operations.  In
addition,  during the first quarter of fiscal year 2005, the limited partnership
which owns the restaurant in Wellington, Florida completed its private offering,
raising the sum of $1,850,000 towards capital expenditures for fiscal year 2005.
It is  anticipated  that the joint  venture in  Pinecrest,  Florida will require


                                      -18-
<PAGE>

approximately $2,800,000 in capital expenditures,  the majority of which will be
raised through a private offering.


                                      -19-
<PAGE>

Long Term Debt

      During the first  quarter of fiscal year 2005,  the  Company  closed on an
unsecured  $100,000 loan from Bank Atlantic,  which funds will be used as a part
of the purchase of the real property and for an assignment  and  assumption of a
ground lease at one location owned by the Company pursuant to the exercise of an
option to  purchase.  The  promissory  note earns  interest at prime rate and is
fully  amortized  over 36 months,  with equal monthly  payments of principal and
interest.

      During the fourth  quarter of fiscal year 2002,  the  Company  closed on a
$456,000  loan from Bank  Atlantic,  which loan was used to prepay the principal
balance  due on a  $1,000,000  loan from Bank of America  which loan  originated
during the second  quarter of fiscal  year 2000.  This loan was  prepaid in full
during the fourth quarter of fiscal year 2004.

      During the fourth  quarter of fiscal year 2001,  the Company  borrowed the
sum of $895,000 from the Bank of America,  d/b/a Nations  Bank.  The  promissory
note earns interest at the rate of 8.62% per annum, amortized over 20 years with
principal and interest payable monthly, with the entire unpaid principal balance
and all accrued  interest due on August 1, 2008. The promissory  note is secured
by a mortgage on the office building  purchased by the Company for its corporate
offices, which office building was released from the lien granted by the Company
to Bank of America, d/b/a Nations Bank, as collateral for the loan in January of
fiscal year 2000. In order to hedge the interest rate risk, the Company  entered
into an ISDA Master Agreement with Bank of America,  ("SWAP Agreement"),  and in
the event the  Company  elects to prepay  the  promissory  note,  there may be a
prepayment penalty associated therewith.

Working Capital

      The table below summarizes the current assets,  current  liabilities,  and
working  capital for the fiscal quarters ended January 1, 2005, and December 27,
2003 and the fiscal year ended October 2, 2004.

                                          Jan. 1,        Dec. 27,        Oct. 2,
     Item                                  2005            2003           2004
                                          -------        --------        -------
                                                     (In Thousands)

Current Assets                            $7,800          $6,697         $5,889
Current Liabilities                        4,900           4,330          3,758
Working Capital                            2,900           2,367          2,131

      Working capital for the fiscal quarter ending January 1, 2005 increased by
22.52%  and 36.09%  from the  working  capital  for the  fiscal  quarter  ending
December 27, 2003 and the fiscal year ending October 2, 2004, respectively.  The
increase in working capital is due to the completion of the private  offering by
the limited partnership owning the restaurant in Wellington,  Florida during the
first quarter of fiscal year 2005 and minimal  advances in excess of the monthly
rent paid  made by the  Company  as  on-going  expenses  for the  restaurant  in
Pinecrest, Florida during the first quarter of fiscal year 2005.

      Management   believes  that  positive  cash  flow  from   operations  will
adequately fund  operations,  debt  reductions and planned capital  expenditures
during the balance of fiscal year 2005.  However,  it is also  anticipated  that
during  the  balance of fiscal  year 2005,  working  capital  will be  adversely
affected  by  investments  and/or  advances  made by the  Company to the limited
partnership in Pinecrest,  Florida pending reimbursement of advances made by the
Company in excess of its  investment  once the  private  offering by the limited
partnership  is


                                      -20-
<PAGE>

completed  and the  exercise by the  Company of its option to purchase  the real
property and ground lease of one location currently leased by the Company.

Critical Accounting Policies

      The Company's significant  accounting policies are more fully described in
Note 1 to the Company's  consolidated  financial statements located in Item 8 of
the Annual  Report on Form 10-K.  The  preparation  of financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported amounts of assets, liabilities, revenues, and expenses, and the related
disclosures of contingent  assets and  liabilities.  Actual results could differ
from those  estimates  under  different  assumptions or conditions.  The Company
believes  that  the  following  critical  accounting  policies  are  subject  to
estimates and judgments used in the  preparation of its  consolidated  financial
statements:

Estimated Useful Lives of Property and Equipment

      The  estimates  of useful lives for  tangible  and  intangible  assets are
significant estimates. Expenditures for the leasehold improvements and equipment
when a restaurant  is first  constructed  are  material.  In addition,  periodic
refurbishing  takes place and those  expenditures  can be  material.  Management
estimates  the useful life of those assets by  considering,  among other things,
expected  use,  life of the  lease on the  building,  and  warranty  period,  if
applicable.  The assets are then  depreciated  using a straight line method over
those  estimated  lives.  These estimated  lives are reviewed  periodically  and
adjusted if necessary.  Any necessary adjustment to depreciation expense is made
in the income  statement of the period in which the  adjustment is determined to
be necessary.

Consolidation of Limited Partnerships

      At January 1, 2005, the Company  operates 5 restaurants as general partner
for the limited  partnership that owns the operations of these restaurants.  The
Company  refers to these  entities as joint  ventures  or limited  partnerships.
Additionally,  the  Company  expects  that any  expansion  which  takes place in
opening  new  restaurants  will  also  result  in  the  Company   operating  the
restaurants as general partner. In addition to the general partnership  interest
the Company also purchases limited  partnership units ranging from 12% to 42% of
the total units  outstanding.  As a result of these controlling  interests,  the
Company  consolidates the operations of these limited partnerships with those of
the Company  despite  the fact the Company  does not own in excess of 50% of the
equity interests. All intercompany transactions are eliminated in consolidation.
The minority  interests in the earnings of these joint ventures are removed from
net income and are not included in the calculation of earnings per share.

Income Taxes

      Financial  Accounting  Standards Board  Statement No. 109,  Accounting for
Income Taxes  requires,  among other things,  recognition of future tax benefits
measured at enacted  rates  attributable  to  deductible  temporary  differences
between  financial  statement and income tax bases of assets and liabilities and
to tax net  operating  loss and tip  credit  carryforwards  to the  extent  that
realization of said benefits is more likely than not. For  discussion  regarding
the  Company's  carryforwards  refer  to  Note 7 to the  consolidated  financial
statements for fiscal year 2004.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

      The Company does not ordinarily hold market risk sensitive instruments for
trading  purposes but as of January 1, 2005 holds one equity  security at a cost
of


                                      -21-
<PAGE>

$303,000 to receive dividend payments and for the Company to satisfy debt in the
future. There is no assurance that market price will increase or decrease in the
next year. Even if the price of the equity  security  decreased by 10% below its
cost,  results of operations would be reduced by $30,000,  an amount  management
considers immaterial.

Interest Rate Risk

      At January 1,  2005,  the  Company  has two debt  arrangements  which have
variable  interest  rates.  For one of these  instruments,  a mortgage note, the
Company has entered into an interest  rate swap  agreement to hedge the interest
rate risk. The mortgage note has an outstanding  principal balance at January 1,
2005 of $829,900.

      During the first quarter of fiscal year 2005,  the Company closed on a new
unsecured loan from Bank Atlantic,  in the principal  amount of $100,000,  which
funds are to be used in connection  with the Company's  exercise of an option to
purchase the real  property and take an  assignment  of a ground lease at one of
its locations.  The promissory note has a variable interest,  at prime, but even
if interest rates  increased by 10%,  results of operations  would be reduced by
less than $10,000, an amount management considers immaterial.

      At January 1, 2005, the Company's cash resources earn interest at variable
rates.  Accordingly,  the  Company's  return  on  these  funds  is  affected  by
fluctuations  in  interest  rates.  Any  decrease  in  interest  rates will have
negative  effect on the  Company's  earnings.  In addition,  the Company  incurs
interest charges on debt at variable rates,  which to the extent the Company has
not  entered  into  interest  rate swap  agreements  to hedge this  risk,  could
negatively  impact the Company's  earnings.  There is no assurance that interest
rates will increase or decrease over the next fiscal year.

Item 4. Controls and Procedures

      (a) Evaluation of Disclosure Controls and Procedures

      Our  President  and  Chief  Financial   Officer,   after   evaluating  the
effectiveness of Company's  "disclosure  controls and procedures" (as defined in
the  Securities  Exchange  Act  of  1934  ("Exchange  Act")  Rule  13a-15(e)  or
15d-15(e)) as of the end of the period  covered by this quarterly  report,  have
concluded that our disclosure  controls and procedures are effective  based upon
their  evaluation of these controls and procedures  required by paragraph (b) of
the Exchange Act Rules  13a-15(e) or 15d-15(e).  In designing and evaluating the
disclosure  controls and  procedures,  management  recognizes that any system of
controls and  procedures,  no matter well designed and  operated,  is subject to
limitations, including the exercise of our judgment in evaluating the same. As a
result,  there can be no assurance that our  disclosure  controls and procedures
will prevent all errors.

      (b) Change in Internal Control over Financial Reporting

      During the first  quarter of fiscal year 2005,  the Company  continued  to
assess the effectiveness of our "internal controls over financial  reporting" on
an account by account basis as a part of our on-going  accounting  and financial
reporting  review process.  The assessments  were made by management,  under the
supervision of our Chief Financial  Officer.  We made no changes in our internal
control over  financial  reporting  during the fiscal  quarter ending January 1,
2005 that materially  affected,  or are reasonably likely to materially  affect,
the Company's internal control over financial  reporting.  Notwithstanding,  the
effectiveness  of our system of internal  control  over  financial  reporting is
subject to limitations, including the exercise of our judgment in evaluating the


                                      -22-
<PAGE>

same.  As a result,  there can be no assurance  that our  internal  control over
financial reporting will prevent all errors.

      (c) Compliance with Rule 404 of the Sarbanes-Oxley Act of 2002.

     (c) Subsequent to the end of the first quarter of fiscal year 2005, the
Company engaged an independent third party expert to assist the Company in
performing the required evaluation of Items 4(a) and 4(b).

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings:  See "Litigation" on page 13 of this report and Item
1 and Item 3 to Part 1 of the  Annual  Report on Form 10-K for the  fiscal  year
ended  October 2, 2004 for a discussion of other legal  proceedings  resolved in
prior years.

Item 2- Unregistered Sales of Equity Securities and Use of Proceeds: None

Item 3- Defaults Upon Senior Securities: None

Item 4- Submission of Matters to a Vote of Security Holders: None

Item 5- Other Information: None

Item 6- Exhibits and Reports on Form 8-K:

      (a) Exhibits:   Exhibits 31.1, 31.2, 32.1 and 32.2 (Certifications)

      (b) Form 8-K:   None

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned  thereto duly  authorized.  The information  furnished  reflects all
adjustments to the statement of the results for the interim period.

                                          FLANIGAN'S ENTERPRISES, INC.


Date: February 22, 2005                   /s/ James G. Flanigan
      -----------------                   -------------------------------------
                                          JAMES G. FLANIGAN,
                                          Acting Chief Executive Officer and
                                            President


Date: February 22, 2005                   /s/ Jeffrey D. Kastner
      -----------------                   -------------------------------------
                                          JEFFREY D. KASTNER
                                          Chief Financial Officer and Secretary


                                      -23-
</TEXT>
</DOCUMENT>
