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<SEC-DOCUMENT>0000914317-05-000304.txt : 20050128
<SEC-HEADER>0000914317-05-000304.hdr.sgml : 20050128
<ACCEPTANCE-DATETIME>20050128164137
ACCESSION NUMBER:		0000914317-05-000304
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050128
FILED AS OF DATE:		20050128
DATE AS OF CHANGE:		20050128
EFFECTIVENESS DATE:		20050128

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:		05558726

	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-64951_flann.txt
<TEXT>

                          FLANIGAN'S ENTERPRISES, INC.

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD FRIDAY, FEBRUARY 25, 2005

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

      Please take notice that the Annual Meeting of  Shareholders  of Flanigan's
Enterprises, Inc., (the "Company"), will be held on Friday, February 25, 2005 at
10:00 a.m.,  local time, at our 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 2008 Annual Meeting; and

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

      The  foregoing  items of business  are more fully  described  in the proxy
statement accompanying this notice.

      Shareholders  of record at the close of  business  on January 14, 2005 are
entitled  to  notice  of and to  vote  at the  meeting  or any  postponement  or
adjournment.

      The  Company  invites  each  shareholder  to attend the meeting in person.
However,  whether or not you expect to be present, your co-operation in promptly
signing and  returning  the  enclosed  proxy in the  envelope  provided  will be
appreciated.  No postage is required if mailed in the United States.  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 of  Directors  recommends  and  requests  a vote "FOR" the three
nominees to the Board of Directors.

                                        By Order of the Board of Directors

                                        Jeffrey D. Kastner
                                        Secretary

                                        Fort Lauderdale, Florida
                                        January 26, 2005


                                       1
<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.

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

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD FRIDAY, FEBRUARY 25, 2005

      The Board of Directors of Flanigan's Enterprises,  Inc. is furnishing this
proxy statement to you in connection with our solicitation of proxies to be used
at our Annual  Meeting  of  Shareholders,  (the  "Annual  Meeting"),  to be held
Friday,  February 25, 2005, at 10:00 a.m., local time, or at any postponement(s)
or  adjournment(s)  thereof,  for the purposes set forth in this proxy statement
and in the  accompanying  Notice of Annual Meeting of  Shareholders.  The Annual
Meeting will be held at our  corporate  offices at 5059 N.E.  18th Avenue,  Fort
Lauderdale, Florida 33334. The telephone number is 954-377-1961.

      The date of this  proxy  statement  is January  26,  2005 and it was first
mailed on or about  January  28,  2005 to  shareholders  entitled to vote at the
Annual Meeting.

                ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q.    What is the purpose of the Annual Meeting?

A.    At the Annual Meeting, shareholders will be asked:

      o To elect three directors for a term of three years, and

      o To consider and act upon such other business as may properly come before
        the meeting.

      In addition,  management will report on our performance during fiscal year
      2004 and respond to questions from shareholders.

Q.    Who can attend the meeting?

A.    All  shareholders as of the record date, or their duly appointed  proxies,
      may attend. Please note that if you hold shares in "street name", that is,
      through  a broker  or other  nominee,  you will  need to bring a copy of a
      brokerage  statement  reflecting  your stock  ownership as of the close of
      business on January 14, 2005, (the "Record Date").


                                       2
<PAGE>

Q.    Who is entitled to vote at the meeting?

A.    Only  shareholders  of record on the Record  Date are  entitled to receive
      notice of the Annual Meeting and to vote the common shares held by them on
      that date at the meeting,  or any postponement(s) or adjournment(s) of the
      meeting.   On  the  Record  Date,   there  were  1,911,825  common  shares
      outstanding.

Q.    What are the voting rights of Flanigan's Enterprises' shareholders?

A.    Flanigan's  Enterprises'  shareholders  will have one vote for each matter
      properly  presented at the Annual  Meeting for each share of common shares
      owned on the Record Date. Therefore, if you owned 100 common shares on the
      Record Date, you can cast 100 votes for each matter properly  presented at
      the Annual Meeting.

Q.    What constitutes a quorum?

A.    A "quorum"  is a majority  of the  issued  and  outstanding  shares on the
      Record Date entitled to vote at the Annual Meeting. They may be present at
      the  meeting  or  represented  by proxy.  There  must be a quorum  for the
      meeting  to be held  and  action  to be  validly  taken.  If you  submit a
      properly  executed  proxy card,  even if you abstain from voting or if you
      withhold  your vote with respect to any  proposal,  you will be considered
      present for purposes of a quorum. If you hold your shares in "street name"
      through a broker or other  representative and the broker or representative
      indicates on the proxy that it does not have discretionary authority as to
      certain shares to vote on a particular  matter,  (broker  non-votes),  the
      shares represented by such broker non-votes will be counted in determining
      the presence of a quorum.

      If less than a majority of outstanding  common shares entitled to vote are
      represented  at the  meeting,  a  majority  of the  shares  present at the
      meeting may adjourn the meeting to another date, time or place, and notice
      need not be given of the new date,  time or place if the new date, time or
      place is announced at the meeting before an adjournment is taken.

Q.    Will my shares be voted if I do not provide my proxy?

A.    If your shares are held in the name of a brokerage firm, they may be voted
      by the  brokerage  firm (as  indicated  above) even if you do not give the
      brokerage  firm  specific  voting  instructions.  If you are a  registered
      shareholder  and hold your shares  directly in your own name,  your shares
      will not be voted unless you provide a proxy or fill out a written  ballot
      in person at the meeting.


                                       3
<PAGE>

Q.    How do I vote?

A.    You can vote in any of the following ways:

      (1)   To vote by mail:

            o Mark, sign and date each proxy card that you receive; and

            o Return it in the enclosed prepaid envelope.

      (2)   To vote in person if you are a registered shareholder:

            o Attend our Annual Meeting;

            o Bring valid photo identification; and

            o Deliver your completed proxy card or ballot in person.

      (3)   To vote in person if your shares are held in "street name":

            o Attend our Annual Meeting;

            o Bring valid photo identification; and

            o Obtain a legal  proxy  from your bank or broker to vote the shares
      that are held for your benefit, attach it to your completed proxy card and
      deliver it in person.

      Prior to the Annual  Meeting,  we will  select one or more  Inspectors  of
      Election.  These  Inspectors  will  determine  the number of common shares
      represented  at the meeting,  the  existence of a quorum,  the validity of
      proxies and will count the ballots and votes and will determine and report
      the results to us.

Q.    What does it mean if I get more than one proxy card?

A.    It means you hold shares registered in more than one account.  Please vote
      or provide a proxy for all accounts in one of the manners  described above
      to ensure that all your shares are voted.

Q.    Can I change my vote after I return my proxy card?

A.    Yes,  even after you have  submitted  your proxy card you may change  your
      vote at any  time  before  the  proxy  is  exercised  by  filing  with our
      Secretary either a notice of revocation or a duly executed proxy bearing a
      later  date.  The powers of the proxy  holders  will be  suspended  if you
      attend the meeting


                                       4
<PAGE>

      in person and so request,  although  attendance at the meeting will not by
      itself revoke a previously granted proxy.

Q.    What are the Board's recommendations?

A.    The  enclosed  proxy is  solicited  on behalf  of the Board of  Directors.
      Unless you give other  instructions  on your proxy card, the persons named
      as proxy  holders  on the  proxy  card will  vote in  accordance  with the
      recommendations of our Board of Directors. The recommendation of the Board
      of Directors is set forth with the  description of each item in this proxy
      statement. In summary, the Board of Directors recommends a vote:

      (1)   "FOR" the  election  of Patrick J.  Flanigan,  Germaine  M. Bell and
            August Bucci to serve on our Board of  Directors  for the next three
            years and until their successors are elected.

      The  Board of  Directors  does not know of any other  matters  that may be
      brought  before  the  meeting  nor does it  foresee  or have any reason to
      believe  that  the  proxy  holders  will  have to vote for  substitute  or
      alternate  board  nominees.  In the  event  that any other  matter  should
      properly  come  before the  meeting or any  nominee is not  available  for
      election and a substitute nominee is designated by the Board of Directors,
      the proxy holders will vote as  recommended  by the Board of Directors or,
      if no recommendation is given, in accordance with their best judgment.

Q.    What vote is required to approve each item?

A.    Election of  Directors:  A  plurality  of the votes cast at the meeting is
      required for the election of directors.  A properly  executed proxy marked
      "WITHHOLD  AUTHORITY"  with respect to one or more  directors  will not be
      voted with  respect to the director or  directors  indicated,  although it
      will be counted for  purposes of  determining  whether  there is a quorum.
      Shareholders do not have the right to cumulate their votes for directors.

      Other  Items:  For any other  items  which may  properly  come  before the
      meeting,  the affirmative vote of a majority of the common shares present,
      either in person or by proxy,  and voting will be required  for  approval,
      unless  otherwise  required  by law.  A  properly  executed  proxy  marked
      "ABSTAIN" with respect to any of those matters will not be voted, although
      it will be  treated  as  present  and  entitled  to vote and  counted  for
      purposes  of  determining  whether  there  is a  quorum.  Accordingly,  an
      abstention will have no effect on the vote.


                                       5
<PAGE>

Q.    Who  pays  for the  preparation  of the  proxy  statement  and the cost of
      soliciting votes for the Annual Meeting?

A.    We will  pay the cost of  preparing,  assembling  and  mailing  the  proxy
      statement,  notice of meeting and enclosed  proxy card. In addition to the
      use  of  mail,  our  employees  may  solicit  proxies  personally  and  by
      telephone.  Our  employees  will receive no  compensation  for  soliciting
      proxies other than their regular salaries.  We may request banks,  brokers
      and other  custodians,  nominees and  fiduciaries to forward copies of the
      proxy  material  to their  principals  and to  request  authority  for the
      execution of proxies and we may reimburse those persons for their expenses
      incurred in connection  with these  activities.  We will  compensate  only
      independent  third party agents that are not affiliated with us to solicit
      proxies.  At this time, we do not  anticipate  that we will be retaining a
      third party  solicitation  firm,  but should we determine,  in the future,
      that it is in our best  interests to do so, we will retain a  solicitation
      firm and pay for all costs and expenses  associated  with  retaining  this
      solicitation firm.

Q.    How and when may I submit proposals or director  nominations for inclusion
      in the Proxy Statement for the 2006 Annual Meeting?

A.    If you would  like to submit a  proposal  for the 2006  Annual  Meeting of
      Shareholders, it must be received by our Secretary, Jeffrey D. Kastner, at
      our  corporate  headquarters  located  at  5059  N.E.  18th  Avenue,  Fort
      Lauderdale,  Florida  33334,  at any time prior to September 30, 2005, and
      must otherwise  comply with Rule 14a-8 under the Exchange Act, in order to
      be eligible for inclusion in the proxy statement for that meeting,  unless
      the date of the next annual meeting  changes by more than 30 days from the
      date of this  Annual  Meeting,  in which case  notice  must be  received a
      reasonable time before mailing.

      In general,  advance  notice of nominations of persons for election to the
      Board or the  proposal of business to be  considered  by the  shareholders
      must be given to our  Secretary  not less than 120 days prior to the first
      anniversary  of the date of the mailing of materials  regarding  the prior
      year's annual  meeting,  which  mailing date is  identified  above in this
      Proxy  Statement,  unless the date of the next annual  meeting  changes by
      more  than 30 days from the date of this  Annual  Meeting,  in which  case
      notice must be received a reasonable time before.

      A  shareholder's  notice  of  nomination  should  set forth (i) as to each
      person  whom  the  shareholder   proposes  to  nominate  for  election  or
      re-election as a director all information  relating to such person that is
      required to be  disclosed  in  solicitations  of proxies  for  election of
      directors,  or is otherwise required,  in each case pursuant to Regulation
      14A under the Exchange Act,  (including  such person's  written consent to
      being named in the proxy statement as a


                                       6
<PAGE>

      nominee and to serving as a director,  if  elected);  (ii) as to any other
      business  that the  shareholder  proposes to bring before the  meeting,  a
      brief  description  of the  business  desired  to be  brought  before  the
      meeting,  the reason for  conducting  such business at the meeting and any
      material  interest to such business of such shareholder and the beneficial
      owner,  if any, on whose behalf the  nomination  or proposal is made;  and
      (iii) as to the shareholder giving the notice and the beneficial owner, if
      any, on whose behalf the  nomination or proposal is made, (A) the name and
      address of such  shareholder,  as they  appear on our  books,  and of such
      beneficial owner, (B) the number of shares of common stock that are owned,
      (beneficially  or of  record),  by such  shareholder  and such  beneficial
      owner,  (C) a description of all  arrangements or  understandings  between
      such  shareholder  and such  beneficial  owner  and any  other  person  or
      persons,  (including their names), in connection with the proposal of such
      business by such shareholder and any material interest of such shareholder
      and of such beneficial  owner in such business,  and (D) a  representation
      that such shareholder or its agent or designee intends to appear in person
      or by proxy at the  annual  meeting  to bring  such  business  before  the
      meeting.

      You  should  review the  information  contained  in this  proxy  statement
separately from our 2004 Annual Report to Shareholders.  Our principal corporate
offices are located at 5059 N.E. 18th Avenue,  Fort  Lauderdale,  Florida 33334,
and our telephone number is (954) 377-1961.  A list of shareholders  entitled to
vote at the Annual  Meeting will be available at our offices for a period of ten
days  prior to the  meeting  and at the  meeting  itself of  examination  by any
shareholder.

                                   PROPOSAL I

           ELECTION OF DIRECTORS; NOMINATING AND CONTINUING 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 2008 and until their respective successors are elected and
qualified.

      Shares of common stock  represented by valid proxies  received in time for
the meeting will be voted for the election of the nominees  listed below.  It is
not  anticipated  that any of the nominees will be unavailable for election as a
director, but in case any of the nominees should become unavailable, the proxies
will be  voted  for such  substitute  as shall  be  designated  by the  Board of
Directors.  Germaine  M. Bell has been a  director  since  1984 and  Patrick  J.
Flanigan has been a director  since 1991.  August Bucci is being  nominated  for
election as a director for the first time.


                                       7
<PAGE>

                                 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 14,2005     of Class
- ----                  ----------------------------          ---      --------     ---------------     --------
<S>                   <C>                                    <C>       <C>            <C>                <C>

Term Ending 2008

August Bucci          Chief Operating Officer                60          --            47,500(6)         2.5
                      and Executive Vice President
                      of the Company

Germaine M. Bell      Former Assistant Secretary             72        1984
                      of the Company

Patrick J. Flanigan   President of  B.D.43                   44        1991           106,000(1)(2)      5.5
                      Corporation, a Franchisee
                      since 1985. President of B.D.
                      15 Corp., General Partner of
                      CIC Investor #15, a Franchisee
                      since 1997
</TABLE>

                DIRECTORS CONTINUING IN OFFICE AFTER THE MEETING

<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 14,2005     of Class
- ----                  ----------------------------          ---      --------     ---------------     --------
<S>                   <C>                                    <C>       <C>            <C>                <C>

Term Ending 2006

Charles E.            Certified Manufacturing                90        1982            22,924            1.2
McManus               Engineer and Independent Sales
                      Representative for Food Service
                      Equipment Co., Baltimore, MD
                      Associated with Preferred Food
                      Purveyors, Inc., Baltimore, MD

James G. Flanigan     President of the Company and           40        1991           173,846(1)(3)      9.1
                      Vice President of Twenty
                      Seven Birds Corporation, a
                      Franchisee since 1985.

Barbara J. Kronk      Certified Public Account               59        2004
</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Shares of
                                                                                  Common Stock
                      Principal Occupation for the                                Beneficially
                      Last Five Years and Certain                    Director     Owned as of         Percent
Name                  Other Directorships                   Age      Since        January 14,2005     of Class
- ----                  ----------------------------          ---      --------     ---------------     --------
<S>                   <C>                                    <C>       <C>            <C>                <C>

Term Ending 2007

Joseph G. Flanigan    Chairman of the Board and              75        1960           333,869(4)        17.4
                      Chief Executive Officer of
                      the Company

Jeffrey D. Kastner    Chief Financial Officer,               51        1985           477,323(5)        24.9
                      General Counsel and
                      Secretary of the Company

Mike Roberts          Beverage Marketing & Sales             66        2001
                      Consultants of The Action
                      Group

                      Total shares beneficially owned by            906,460 (7)                         47.3
                      all directors and executive officers
                      as a group (eleven in number).
</TABLE>

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

(2)   Includes  89,900  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 13,700
      shares owned by a trust for his children and of which he is the trustee.

(3)   Includes 10,000 options,  89,900 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 13,700
      shares owned by a trust for his children and of which he is the trustee.

(4)   Includes  243,969 shares owned by the spouse of the Chairman of the Board,
      89,900  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  7,500  options,  449,500  shares owned equally by five trusts of
      which  Jeffrey D.  Kastner is one of the three  trustees.  The five trusts
      include the trusts of Patrick J.  Flanigan  (See Note (2) above) and 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 89,900 shares owned by each trust.

(6)   Includes 7,500 options.

(7)   Includes 269,700 shares owned equally by the three trusts of which Jeffrey
      D. Kastner is one of the three  trustees.  The 89,900 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 89,900 shares of
      stock owned by a trust of which the spouse of the Chairman of the Board is
      one


                                       9
<PAGE>

      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 each directors and
committee meeting attended.

      Vote Required and Board Recommendation:  Assuming the presence of a quorum
at the  meeting,  the  affirmative  vote of a plurality of the votes cast by the
holders of the  common  shares  present at the  meeting in person or by proxy is
necessary for the election of a director.  There is no cumulative  voting rights
with respect to the election of directors.

                 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
              VOTE FOR THE ELECTION OF EACH OF THE ABOVE DIRECTORS
                ELECT. PROXY CARDS PROPERLY EXECUTED AND RETURNED
                WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
                          INDICATED ON THE PROXY CARD.

                  BOARD OF DIRECTORS STRUCTURE AND COMPENSATION

Board of Director Structure and Committees

      Our business,  property and affairs are managed under the direction of our
Board of  Directors,  except  with  respect to those  matters  reserved  for our
shareholders. Our Board of Directors establishes our overall corporate policies,
reviews the  performance  of management  in executing our business  strategy and
managing our day-to-day  operations  and acts as an advisor to  management.  Our
Board's  mission is to  further  the  long-term  interest  of our  shareholders.
Members of the Board of  Directors  are kept  informed of our  business  through
discussions with management, primarily at meetings of the Board of Directors and
its committees and through reports and analyses  presented to them.  Significant
communications  between our directors and  management may occur apart from these
meetings.

      Joseph G. Flanigan serves as chairman of the Board of Directors. The Board
of Directors  held a total of four meetings  during its 2004 fiscal year,  which
ended on October 2, 2004.  Every Director  attended at least 75% of the meetings
of the Board of Directors, and at least 75% of meetings of the committees of the
Board of  Directors  on which the director  served.  The Board of Directors  has
determined that the Company is a "controlled" company as defined by the AMEX and
SEC rules since more than 50% of the  Company's  issued and  outstanding  common
stock is


                                       10
<PAGE>

owned by the Chairman's  immediate family,  including  revocable and irrevocable
trusts established by the Chairman for his children and grandchildren, and other
officers and directors of the Company. As a "controlled'  company,  the majority
of the Board of Directors need not be independent and only Mike Roberts, Barbara
J. Kronk and Charles E. McManus are  independent  as defined by the AMEX and SEC
rules,  Director Elect,  Germaine M. Bell, is also independent as defined by the
AMEX and SEC rules.

Audit Committee

      The Audit Committee of the Board of Directors, which currently consists of
Barbara J. Kronk,  Germaine  M. Bell and Mike  Roberts,  reviews  the  auditing,
accounting,  financial  reporting and internal control functions and selects our
independent auditors. This committee operates under a written charter adopted by
the  Board of  Directors,  a copy of which is  attached  as  Appendix  A,  which
committee  annually  reviews and assesses  for  adequacy.  All of the  committee
members are  independent  as required by  applicable  AMEX and SEC rules and are
able to read and understand  fundamental financial statements,  and at least one
member  qualifies  as an "Audit  Committee  Financial  Expert" as defined by SEC
rules. The committee met four times during fiscal year 2004.

Independent Committee

      At its meeting on December 9, 2004, the Board of Directors  established an
Independent  Committee,  which consists solely of all the independent directors.
The initial members of the Independent  Committee are Barbara J. Kronk, Germaine
M, Bell, Charles E. McManus and Mike Roberts. As the committee was only recently
established, it did not meet during fiscal year 2004.

Corporate Governance and Nominating Committee

      At  its  meeting  on  December  9,  2004,  the  Board  of  Directors  also
established  a Corporate  Governance  and  Nominating  Committee,  consisting of
Joseph G.  Flanigan,  James G. Flanigan and Barbara J. Kronk.  This committee is
responsible  for  nominating  individuals  to serve as  members  of our Board of
Directors and for establishing  policies affecting  corporate  governance.  Only
committee member,  Barbara J. Kronk, is considered  independent as defined under
applicable  AMEX  and  SEC  rules.  The  committee  will  consider   shareholder
nominations  for  directors.  This committee  operates  under a written  charter
adopted  by the  Board of  Directors,  a copy of  which  will be  posted  on our
website, www.flanigan's,net.  The committee's policy is to identify and consider
candidates for election as directors,  including  candidates  recommended by our
shareholders.  For a description  of the process for nominating  directors,  see
"About the Proxy  Materials  and the Annual  Meeting - How and when may I submit
proposals or director  nominations  for inclusion in the Proxy Statement for the
2006 Annual  Meeting?" As this committee was only recently


                                       11
<PAGE>

established,  it did not meet during fiscal year 2004.  However,  it did meet in
fiscal 2005 to recommend the nominees to be considered at this Annual Meeting.

Consideration of Director Nominees

      The Corporate  Governance and Nominating  Committee will utilize a variety
of methods for identifying and evaluating  nominees for director.  The committee
will  regularly  assess  the  appropriate  size of the  Board  and  whether  any
vacancies of the Board are expected due to retirement or otherwise. In the event
that vacancies are anticipated, or otherwise arise, the Corporate Governance and
Nominating  Committee will consider various  potential  candidates for director.
Candidates  may come to the  attention of the  committee  through  current Board
members,  shareholders or other persons.  The committee has not paid fees to any
third party to identify,  evaluate or to assist in  identifying  or  evaluating,
potential  nominees,  but  may  determine  it  necessary  in the  future.  These
candidates  will be  evaluated  at  meetings  of the  Corporate  Governance  and
Nominating  Committee.  Nominees  recommended  by persons other than the current
Board members or executive  officers will be subject to the process described in
"About the Proxy  Materials  and the Annual  Meeting - How and when may I submit
proposals or directors  nominations for inclusion in the Proxy Statement for the
2006 Annual Meeting?"

      In evaluating  nominations  for  candidates for membership on our Board of
Directors,  the  Corporate  Governance  and  Nominating  Committee  will seek to
achieve a balance of knowledge,  experience  and  capability on the Board and to
address the following membership criteria.  Members of the Board should have the
highest  professional  and  personal  ethics and values.  They should have broad
experience  at the  policy-making  level  in  business,  government,  education,
technology or public interest. They should be committed to enhancing shareholder
value and should have  sufficient  time to carry out their duties and to provide
insight and practical wisdom based on experience.  Their service on other boards
of public companies should be limited to a number that permits them, given their
individual circumstances, to perform responsibly all of their directors' duties.

Compensation of Directors

      Each director who is not a full time  employee of the Company  receives an
annual  director's  fee of $7,500,  plus $250 for each  directors  and committee
meeting attended.

Executive Compensation

      While there is no compensation committee,  the entire Board is responsible
for  executive  compensation  matters,  including  but not limited to review and
approval of base salaries, approval of individual bonuses and bonus programs for
executive  officers,  administration of certain employee benefit  programs,  and
review and approval of stock  options  grants to all  employees,  including  our
executive officers.


                                       12
<PAGE>

      The overall policy of the Board with respect to executive  compensation is
to offer our executive officers competitive  compensation  opportunities,  based
upon their personal  performance,  the financial  performance of the Company and
their contribution to that performance.  Each executive  officer's  compensation
package is generally  comprised  of three  elements:  (i) base salary,  which is
determined on the basis of the individual's  position and responsibilities  with
the  Company,  the  level of the  individual's  performance,  and the  financial
performance of the Company;  (ii) incentive  performance  awards payable in cash
and tied to the  achievement of performance  goals;  and (iii)  long-term  stock
based incentive  awards designed to strengthen the mutuality of interest between
the executive officers and our shareholders.

Stock Option Grants in Last Fiscal Year.

      On December 16, 2003, the Board of Directors approved the Company's Second
Key Employee Incentive Stock Option Plan, (the "Stock Option Plan"), which Stock
Option  Plan was  approved  by the  shareholders  at the  Company's  2004 Annual
Meeting.  The Stock Option Plan provides for up to 95,000 shares of common stock
which may be included in all options granted and includes  executive officers as
participants,  excluding the Chairman of the Board and Chief Executive  Officer.
In May, 2004 and pursuant to the Stock Option Plan, the Company  granted options
to  purchase  50,000  shares  of the  Company's  common  stock  to  certain  key
employees,  including  executive  officers.  The following  table sets forth the
following  information  with respect to options  granted to the named  executive
officers during the fiscal year ended October 2, 2004:

      o the number of shares of common stock  underlying  options granted during
        the year;

      o the percentage  that those options  represent of all options  granted to
        employees during the fiscal year;

      o the exercise price; and

      o the expiration date.

                       Number of       % of Total      Exercise      Expiration
       Name            Securities    Options Granted    Price           Date
- --------------------------------------------------------------------------------

James G. Flanigan       10,000(1)          20%          $6.35       May 20, 2009
August Bucci             7,500(1)          15%          $6.35       May 20, 2009
Jeffrey D. Kastner       7,500(1)          15%          $6.35       May 20, 2009
Jean Picard              5,000(1)          10%          $6.35       May 20, 2009

(1) These  options  vest one year from the grant date or on May 20, 2005 and may
not be sold for one year after the option is exercised.


                                       13
<PAGE>

Other Information about the Board of Directors

      We provide an informal process for shareholders to send  communications to
the Board of Directors. Shareholders who wish to contact the Board or any of its
members may do so in writing to  Flanigan's  Enterprises,  Inc.,  5059 N.E. 18th
Avenue, Fort Lauderdale, Florida 33334.

                          REPORT OF THE AUDIT COMMITTEE

      The  Audit  Committee  of our  Board of  Directors  is  composed  of three
independent  directors and operates under a written charter adopted by the Board
of Directors.  The Audit  Committee held four meetings  during fiscal year 2004.
The Audit  Committee meets  separately with our Chief Financial  Officer and our
Independent  public  accountants,  Rachlin  Cohen  &  Holtz,  LLP,  at  selected
meetings.  The Audit Committee  oversees the financial  accounting and reporting
processes,  system of internal control, audit process and process for monitoring
compliance with laws and  regulations.  The Audit Committee is responsible  for,
among  other  things,  the  appointment  of the  independent  auditors  and  the
preparation of the report to be included in our annual proxy statement  pursuant
to rules of the SEC.  The  charter of the Audit  Committee,  as  approved by the
Board of Directors, is attached to this proxy statement as Appendix A.

Our management has primary responsibility for preparing our financial statements
and  for  its  financial  reporting  process.   Our  independent   auditors  are
responsible  for  expressing  an  opinion  of the  conformity  of our  financial
statements to accounting principles generally accepted in the United States. The
Audit Committee's responsibility is to monitor and oversee these procedures.

The Audit Committee hereby reports as follows:

1. The  Audit  Committee  has  reviewed  and  discussed  the  audited  financial
statements with management and with the independent  auditors,  with and without
management present.

2. The Audit Committee has discussed with the  independent  auditors the matters
required  to be  discussed  by  Statement  on  Accounting  Standards  No. 61, as
amended, and those requirements under the Sarbanes-Oxley Act of 2002.

3. The Audit Committee has received the written  disclosures and the letter from
our independent auditors required by Independence Standards Board Standard No.1,
"Independent  Discussions  for  Audit  Committees"  and has  discussed  with the
independent auditors the independent auditors'  independence,  including whether
the independent  auditors'  provision of non-audit  services to us is compatible
with the independent auditors' independence.


                                       14
<PAGE>

      Based upon the review and discussion referred to in paragraphs (1) through
(3) above,  the Audit  Committee  recommended  to our Board of Directors and the
Board approved,  that the audited financial statements be included in our Annual
Report on Form 10-K for the fiscal year ended  October 2, 2004,  for filing with
the SEC.

           Submitted by the Audit Committee of the Board of Directors

                         Members of the Audit Committee

                          Barbara J. Kronk, Chairperson
                                Germaine M. Bell
                                  Mike Roberts


                                       15
<PAGE>

                             EXECUTIVE COMPENSATION

      The following table sets forth the compensation paid by the Company during
fiscal 2004,  2003 and 2002 to all of the  Company's  executive  officers  whose
aggregate direct  re-numeration  exceeded $60,000, and to all executive officers
as a group.

                               COMPENSATION TABLE

<TABLE>
<CAPTION>
                                              Annual Compensation
                                              -------------------

                                    Fiscal                                 Other
Name and Principal Position          Year      Salary       Bonus      Compensation (2)
- ---------------------------         ------     ------       -----      ------------
<S>                                  <C>      <C>          <C>            <C>

Joseph G. Flanigan, (3)(4)(5)        2004     $150,000     $ 56,000       $38,000
Chairman of the Board                2003     $150,000     $ 50,000       $38,000
Chief Executive Officer              2002     $150,000     $134,000       $38,000

Jeffrey D. Kastner, (6)              2004     $141,000     $ 25,000
Chief Financial Officer              2003     $138,000     $ 15,000
General Counsel and Secretary        2002     $131,000     $ 20,000

August Bucci, (6)                    2004     $145,000     $108,000
Chief Operating Officer              2003     $145,000     $102,000
and Executive Vice President         2002     $145,000     $ 64,000

James G. Flanigan (6)                2004     $150,000     $101,000
President                            2003     $150,000     $109,000
                                     2002     $143,000     $ 54,000

Jean Picard (6)                      2004     $ 80,000     $ 44,000
Vice President of Package            2003     $ 80,000     $ 46,000
Operations                           2002     $ 80,000     $ 36,000

Edward A. Doxey (7)                  2004     $ 69,000
Former Chief Financial Officer       2003     $133,000     $ 15,000
and Secretary                        2002     $117,000     $ 20,000

Others (one in number)               2004     $ 40,000
                                     2003     $ 42,000
                                     2002     $ 42,000
                                              --------     --------       -------

All Executive Officers
As a group (seven in number) (8)     2004     $775,000     $334,000       $38,000
                                     2003     $838,000     $337,000       $38,000
                                     2002     $808,000     $328,000       $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.


                                       16
<PAGE>

(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,
1988 and  subject  to one year  extensions  unless  either  the  Company or such
executive shall have delivered a notice that the term will not be extended. This
Agreement was approved by the Bankruptcy  Court in the Company's  reorganization
proceedings  and was  ratified  by  shareholders  at the  Company's  1988 Annual
Meeting (83% of the  shareholders  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,  depreciation and amortization,  in
excess of $650,000,  excluding  extraordinary  items.  For the fiscal year ended
October 3, 1998 a bonus of $116,000 was earned,  of which the sum of $30,000 was
refused by Mr.  Flanigan  to offset  the  compensation  paid to other  executive
officers; for fiscal year ended October 2, 1999, a bonus of $165,000 was earned;
for fiscal year ended  September  30, 2000, a bonus of $150,000 was earned;  and
for fiscal year ended September 29, 2001 a bonus of $205,000 was earned.  At the
annual meeting of the Board of Directors on February 22, 2002 and at the request
of Mr.  Flanigan,  the Agreement was further modified to provide that during the
period of Mr.  Flanigan's  employment,  the  Company  will pay Mr.  Flanigan  in
addition to his base salary an amount equal to ten percent of the annual  income
of the Company before income taxes, depreciation and amortization,  in excess of
$650,000,  excluding  extraordinary  items.  For fiscal year ended September 28,
2002, a bonus of $133,836 was earned, for fiscal year ended September 27, 2003 a
bonus of $100,000 was earned and for fiscal year ended  October 2, 2004, a bonus
of $112,250 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.


                                       17
<PAGE>

(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,
depreciation  and  amortization  in excess of $650,000  excluding  extraordinary
items:

                   James G. Flanigan              4%

                   August Bucci                   2.25%

                   Jeffrey D. Kastner             2.25%

                   Jean Picard                    1.5%

For fiscal year ended October 2, 2004, a bonus of $44,900 was earned by James G.
Flanigan,  and bonuses of $25,256 each,  were earned by August Bucci and Jeffrey
D. Kastner and a bonus of $16,838 was earned by Jean Picard.

(7) Mr. Doxey resigned on January 22, 2004.

(8) See "Related Party Transactions."

                           RELATED PARTY TRANSACTIONS

      In fiscal  year  2004,  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 $109,000 from the Company in lease rentals
for three  locations  where they  leased to the  Company  the land or  building.
During fiscal year 2004, the related party sold all related property.

      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. During fiscal years 2001
and 2002,  Mr.  Flanigan  transferred  his 33.33%  interest to immediate  family
members and no longer has an interest in this unit. James G. Flanigan, President
and a member of the Board of Directors of the Company, is a 35.24% 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  year  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 2004,  Mr.  Flanigan  assigned his 50% ownership
interest in the corporation to James G. Flanigan,  President and a member of the
Board of  Directors  of the  Company who  assumed  management  of the day to-day
operation of the unit.

      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


                                       18
<PAGE>

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  30% of the
total  invested  capital.  The  shareholder  interest of the  Chairman's  family
represents an additional 60% 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  38.8%  of  the  total  invested  capital.   The  limited
partnership  interest of the Chairman's family represents an additional 18.8% 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  7.5% 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  27.2% if 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  acts as  general  partner of the
limited  partnership


                                       19
<PAGE>

and is also a 40% limited partner.  The limited  partnership of all officers and
directors  represents  19.0% of the total of the invested  capital.  The limited
partnership  interest of the Chairman's family represents an additional 15.8% of
the invested capital.

      During the third quarter of fiscal year 2001, the Company formed a limited
partnership  and raised funds through a private  offering to purchase the assets
of a restaurant in West Miami, Florida and renovate the same for operation under
the "Flanigan's  Seafood Bar and Grill"  servicemark.  The restaurant opened for
business on October 11, 2001. The Company acts as general partner of the limited
partnership and is also a 25% limited partner.  The limited partnership interest
of all  officers  and  directors  represents  15.6% 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 18.7% 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.  The 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 16.9% 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  17.8% 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  represents  14.0% 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  16.0% of the  invested
capital.

      During the fourth  quarter of fiscal  2004,  the Company  formed a limited
partnership  and entered into a lease  agreement to own and operate a restaurant
in  Wellington,  Florida under the  "Flanigan's  Seafood Bar and Grill"  service
mark.  Subsequent to the end of fiscal year 2004, 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  of the  limited  partnership  and is also a 26%  limited  partner.  The
limited partnership interest of all officers and directors represents 10% of the
total  invested  capital.  The limited  partnership  interest of the  Chairman's
family  and the  family of one  director  represents  an  additional  11% of the
invested  capital.  It is  anticipated  that  the  restaurant  will be open  for
business during the third quarter of fiscal year 2005.


                                       20
<PAGE>

      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  14,  2005,  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.

              Name of Beneficial Owner              Number of Shares
              ------------------------              ----------------

              Fidelity Investments                       181,400

              Joseph G. Flanigan                         333,869

              Jeffrey D. Kastner                         477,323

              James G. Flanigan                          173,846

              Patrick J. Flanigan                        106,000

              All Officers and Directors

              As a Group (eleven in number)              906,460

                                    AUDIT FEE

      In the fiscal year ended October 2, 2004, the Company paid Rachlin Cohen &
Holtz LLP,  $81,600 in connection  with the  preparation of its annual audit and
its filing on Form 10-K and $46,800 for the  quarterly  review 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 October 2, 2004.


                                       21
<PAGE>

                                 ALL OTHER FEES

      In the fiscal year ended October 2, 2004, the Company paid Rachlin Cohen &
Holtz LLP an aggregate of $20,400 for the  preparation of its income tax returns
and assistance in preparing its personal property tax returns.

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

            Section 16 (a) Beneficial Ownership Reporting Compliance

      Based solely upon review of Forms 3 and 4 and amendments  thereto, if any,
furnished to us pursuant to Ruler 16 (a)-3(e)  during  fiscal  2004,  we are not
aware of any  directors,  officers or beneficial  owners of more than 10% of the
shares of common stock who failed to file on a timely basis, as disclosed by the
above Forms,  reports required Section 16(a) of the Exchange Act during the most
recent fiscal year or prior fiscal year,  except that Joseph G. Flanigan,  James
G. Flanigan and Patrick  Flanigan  each filed one Form 4 late (two  transactions
not timely filed), and Jean Picard, August Bucci and Barbara J. Kronk each filed
Form 3 late.


                                       22
<PAGE>

                         Company Stock Price Performance

      Set forth below is a graph  comparing  the  cumulative  total  shareholder
return on our common stock against the cumulative  total return of the S & P 500
Hotels  Restaurants and Leisure Industry Group Index and the S & P 500 Index for
the period of approximately  five years commencing  December 30, 1999 and ending
October 2, 2004,  the graph and table  assume that $100 was invested on December
30, 1999 in each of the Company's common stock, the S & P 500 Hotels Restaurants
and Leisure Industry Group Index and the S & P 500 Index, and that all dividends
were reinvested.

                                 [GRAPH OMITTED]

<TABLE>
<CAPTION>
                                   12/99       9/00       9/01       9/02       9/03       9/04
                                  --------------------------------------------------------------
<S>                               <C>        <C>        <C>        <C>        <C>        <C>
Flanigan's Enterprises, Inc.      $100.00    $ 92.98    $100.00    $130.00    $150.22    $163.38
S & P Index                       $100.00    $ 97.73    $ 70.85    $ 55.49    $ 67.78    $ 75.86
S & P 500 Hotels Restaurants      $100.00    $ 77.94    $ 70.44    $ 71.21    $ 91.72    $119.43
& Leisure Industry Group Index
</TABLE>


                                       23
<PAGE>

                  STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

      The rules and regulations of the Securities and Exchange Commission afford
shareholders 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  shareholders
at the Annual  Meeting next ensuing.  Under these  regulations  any  shareholder
desiring to submit a proposal  to be voted on at the 2006 Annual  Meeting of the
Company  must deliver the  proposal to the Company no later than  September  30,
2005.

                                  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
                                    Secretary

                                    January 26, 2005


                                       24
<PAGE>

APPENDIX "A"

                             Audit Committee Charter
                          FLANIGAN'S ENTERPRISES, INC.

The Audit  Committee  is a committee  of the Board of  Directors  of  Flanigan's
Enterprises,  Inc. The  Committee's  primary  function is to assist the Board of
Directors  in  fulfilling  its  oversight   responsibilities  by  reviewing  the
financial information which will be provided to the shareholders and others, the
systems of internal  controls  which the Company's  management  and the Board of
Directors have established and the audit process.

In meeting its responsibilities, the Committee is expected to:

1.    Provide an open line of communication  between the internal  auditors,  if
      any, the independent auditors, and the Board of Directors.

2.    Review the Committee's charter annually and revise, as necessary.

3.    Recommend  to the  Board  of  Directors  the  independent  auditors  to be
      nominated, review the compensation of the independent auditors, and review
      and approve the discharge of the independent auditors.

4.    Review  and  concur  in the  appointment,  replacement,  reassignment,  or
      dismissal of the Director of Internal Audit, if any.

5.    At least  annually,  confirm and assure the  independence  of the internal
      auditor,  if any,  and the  independent  auditors,  including  a review of
      management   consulting   services  and  related  fees   provided  by  the
      independent auditors.

6.    Quarterly,  inquire of management, the Director of Internal Audit, if any,
      and the  independent  auditors  about  significant  risks or exposures and
      assess  the  steps  management  has  taken to  minimize  such  risk to the
      Company.

7.    Consider,  in consultation with the independent  auditors and the Director
      of  Internal  Audit,  if any,  the audit  scope  and plan of the  internal
      auditor, if any, and the independent auditors.

8.    Consider  and review with the  independent  auditors  and the  Director of
      Internal   Audit,   if  any,   any  related   significant   findings   and
      recommendations  of the  independent  auditors  and  Director  of Internal
      Audit, if any, together with management's responses thereto.


                                       25
<PAGE>

Page 2

9.    Review with management and the  independent  auditors at the completion of
      the annual audit.

            a.    The  Company's   annual   financial   statements  and  related
                  footnotes.

            b.    The  independent  audit of the financial  statements and their
                  report thereon.

            c.    Any significant changes required in the independent  auditor's
                  audit plan.

            d.    Any  serious   difficulties   or  disputes   with   management
                  encountered during the course of the audit.

10.   Consider and review with management and the Director of Internal Audit, if
      any:

            a.    Material  findings during the year and management's  responses
                  thereto.

            b.    Any  significant  difficulties  encountered  in the  course of
                  their audits, including any restrictions on the scope of their
                  work or access to required information.

            c.    Any recommended major changes required in the planned scope of
                  their audit plan.

11.   Review with management and the independent  auditor's  quarterly financial
      reports of the corporation, and review periodic filings with the SEC.

12.   Review policies and procedures with respect to officers'  expense accounts
      and perquisites  annually,  including their use of corporate  assets,  and
      consider the results that are  possible  material  areas of concern of any
      review of these areas by the Internal auditor,  if any, or the independent
      auditors.

13.   Review with General  Counsel the results of the Company's  compliance with
      the policy on proper business practices.

14.   Report   Committee   actions   to  the  Board  of   Directors   with  such
      recommendations, as the Committee may deem appropriate.

15.   The Committee shall have the power to conduct or authorize  investigations
      into any matters within the  Committee's  scope of  responsibilities.  The
      committee shall be empowered to retain independent counsel,  auditors,  or
      others to assist it in the conduct of any investigation.


                                       26
<PAGE>

Page 3

16.   The Committee  shall meet at least four times per year or more  frequently
      as circumstances  require.  The Committee may ask members of management or
      others  to  attend  the  meeting  and  provide  pertinent  information  as
      necessary.

The majority of the membership of the Committee  shall be comprised of directors
independent of management and free from any relationship that, in the opinion of
the of the Board of Directors,  would interfere with the exercise of independent
judgement as a Committee  member.  A majority of the Committee shall be composed
of Directors who are not former members of the Company's  management.  Committee
members and the  Chairman  thereof  shall be  designated  by the entire Board of
Directors and be an independent  Director.  The duties and responsibilities of a
member of the  Committee are in addition to those duties set out for a member of
the Board of Directors.


                                       27






<PAGE>
REVOCABLE PROXY
FLANIGAN'S ENTERPRISES, INC.

[_]  PLEASE MARK VOTES AS IN THIS EXAMPLE

     Proxy  Solicited  on Behalf of the Board of  Directors  of the  Company for
     Annual Meeting February 25, 2005

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 25, 2005 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:

     Germaine Bell, Patrick J. Flanigan, August Bucci

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


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

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

         For      Against  Abstain
         [_]        [_]       [_]

     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


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

                          FLANIGAN'S ENTERPRISES, INC.

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

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

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

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

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





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