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   ___

COSTS AND EXPENSES:
Cost of merchandise sold:
Restaurant and lounges
Package goods
Payroll and related costs
Occupancy costs
Selling, general and
administrative expenses

Income from operations

Net Income Per Common Share:
Basic

Diluted

Weighted Average Shares and Equivalent Shares Outstanding

Basic

Diluted

  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWENTY SIX WEEKS ENDED APRIL 2, 2005 AND MARCH 27, 2004
(In Thousands)

FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWENTY SIX WEEKS ENDED APRIL 2, 2005 AND MARCH 27, 2004

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

APRIL 2, 2005

(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 April 2, 2005 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 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 fourth 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 second quarter of fiscal year 2005, the Company had advanced

$ 999,000 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

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 quarter year 2005, renovations are underway and it is anticipated that the renovated restaurant will open for business during 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 April 2, 2005, cost approximated fair market value.

(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 April 2, 2005 and as of 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 $2,418,000. The remaining rental commitment as of the end of the fiscal quarter ending April 2, 2005 only decreased by $21,000 as compared to the remaining rental commitments as of the end of fiscal quarter ending January 1, 2005 due to the exercise of a five year renewal option for one of such leases during the fiscal quarter ending April 2, 2005. 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

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 Ace of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as "anticipates, appears, expects, trends, intends, hopes, plans, believes, seek, 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/A. 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.

As the table above illustrates, total revenues increased by 1.20% and 5.87% for the thirteen weeks and twenty six weeks of fiscal year 2005, respectively, as compared to the total revenues for the thirteen weeks and twenty six weeks of fiscal year 2004.   The increase in total revenue for the twenty six weeks, was primarily due to the restaurant in Stuart, Florida being open for the first quarter of fiscal year 2005 and the package goods store in Hollywood, Florida being open for the entire first quarter of fiscal year 2005. Total revenues should continue to increase due to the opening of the restaurant in Wellington, Florida during the third quarter of fiscal year 2005. The restaurant in Pinecrest, Florida will not open for business prior to the end of fiscal year 2005 and will not contribute to total revenues during the fiscal year.

27, 2004, respectively, an increase of 2.4%. The increase in restaurant food sales for both the thirteen weeks and the twenty six weeks of fiscal year 2005 is due to menu price increases and the continued increase in the weekly average of same store restaurant food sales. Restaurant food sales should continue to increase throughout the balance of the fiscal year due to additional menu price increases instituted subsequent to the end of the second fiscal quarter to off-set increased costs, especially higher payroll costs due to the new Florida minimum wage, effective May 2, 2005.

Restaurant bar sales represented 14.07% and 13.88% of total sales in the thirteen weeks and twenty six weeks of fiscal year 2005, respectively, as compared to 14.60% and 14.36% of total sales in the thirteen weeks and twenty six weeks of fiscal year 2004, respectively. Restaurant bar sales were $1,708,000 and $1,747,000 for the thirteen weeks ended April 2, 2005 and March 24, 2004 respectively, a decrease of 2.2%. Restaurant bar sales were $3,387,000 and $3,186,000 for the twenty six weeks ended April 2, 2005 and March 27, 2004, respectively, an increase of 3.2%. Restaurant bar sales decreased   during the thirteen weeks ended April 2, 2005 due primarily to the decrease in restaurant bar sales generated   by the joint venture restaurant in Stuart, Florida, which had just opened for business during the thirteen weeks ended March 27, 2004, and the joint venture restaurant in Weston. Florida which has been adversely affected by four (4) competitors who have opened for business in the immediate vicinity since the beginning of the calendar year.    Restaurant bar sales increased during the twenty six weeks ended April 2, 2005   due primarily to the joint venture restaurant in Stuart, Florida being open for the entire twenty six weeks versus thirteen weeks of the prior fiscal year. The weekly average of same store restaurant bar sales were $100,653 and $96,176 for the twenty six weeks ended April 2, 2005 and March 27, 2004, respectively, an increase of 4.7%. The weekly average of same store restaurant bar sales were $105,079 and $100,079 for the thirteen weeks ended April 2, 2005 and March 27, 2004, respectively, an increase of 5.0% The increase in weekly average of same store   restaurant bar sales for both the thirteen weeks and twenty six weeks of fiscal year 2005 is consistent with the increase in the weekly average of same store restaurant food sales and is also attributed to promotions designed to increase restaurant bar sales.   Subsequent to the end of the second quarter of fiscal year 2005, the Company introduced additional promotions designed to increase restaurant bar sales, without jeopardizing the Company's perception as a family restaurant.

Package goods sales represented 25.34% and 27.12% of total sales in the thirteen weeks and twenty six weeks of fiscal year 2005, respectively, as compared to 24.72% and 25.97% of total sales in the thirteen weeks and twenty six weeks of fiscal year 2004, respectively. The weekly average of same store package good sales were $223,743 and $210,468 for the twenty six weeks ended April 2, 2005 and March 27, 2004, respectively, an increase of 6.3%. The weekly average of same store package sales were $215,649 and $213,520 for the thirteen weeks ended April 2, 2005 and March 27, 2004 respectively, an increase of 1.0%. 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.  

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, subsequent to the end of the second quarter of fiscal year 2005, the Company, as general partner of the limited partnership which owns the joint venture restaurant, extended the period of time in the lease agreement for renovations prior to the commencement of the lease to two hundred ten (210) days by adding two (2) months to the initial term of the lease. It is anticipated that the restaurant will be renovated and open for business within two hundred forty (240) days, in which event, pre-opening rent should still not exceed $18,000.   As of April 2, 2005, the pre-opening rent paid for the new joint venture in Pinecrest, Florida aggregated $255,000 and continues at $17,000 per month.

During the thirteen weeks and twenty six weeks ended April 2, 2005, the joint venture in Wellington, Florida reported losses of $60,597 and $163,967 respectively and the joint venture restaurant in Pinecrest, Florida, which is still undergoing structural repairs at this time, reported losses of $70,404 and $150,818 respectively, thus reducing income from operations for the thirteen weeks and twenty six weeks ending April 2, 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 restaurant 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 expects higher food costs, payroll costs and an overall increase in expenses. The Company has already raised some of its menu prices to offset higher food costs and payroll 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 twenty six weeks of fiscal years 2005 and 2004.

Twenty Six   Weeks   Ended
April 2   Mar. 27
2005                  2004
–––––––––––––––––––
(In Thousands)

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.

Capital Expenditures

The Company had additions to fixed assets of $881,000 during the twenty six weeks ended April 2, 2005 as compared to $1,038,000 for the twenty six weeks ended March 27, 2004 and $1,873,000 for the fiscal year ended October 2, 2004. The additions to fixed assets during the twenty six weeks ended April 2, 2005 included the renovations to the business premises of the restaurant in Wellington, Florida, while the addition to fixed assets during the twenty six weeks ended March 27, 2004 included the renovations to the business premises of the restaurant in Stuart, Florida.

All of the Company's units require periodic refurbishing in order to remain competitive. The   budget for fiscal year 2005 for the foregoing 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 approximately $2,800,000 in capital expenditures, the majority of which will be raised through a private offering.

Long Term Debt

the long term debt as of the fiscal quarter ending January 1, 2005 includes a $16,500 discount on the re-financing of a purchase money chattel mortgage by one of the limited partnerships. The increase in long term debt as of the fiscal quarter ending April 2, 2005, when compared to long term debt as of the fiscal year ending October 2, 2004, includes the unsecured $100,000 loan from Bank Atlantic and two (2) secured auto loans, in the aggregate amount of $65,000, originating during the first quarter of fiscal year 2005.

Working Capital

Working capital for the fiscal quarter ending April 2, 2005 increased by 13.14% and 20.74% from the working capital for the fiscal quarter ending March 27, 2004 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. In addition, the Company made minimal advances in excess of the monthly rent paid for the restaurant in Pinecrest, Florida during the second 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 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.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

At April 2, 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 April 2, 2005 of $824,219.

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 April 2, 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

Within the ninety (90) day period prior to the filing of this quarterly report, our Chief Executive Officer and Chief Financial Officer have, with the participation of management and the assistance of an independent third party expert, evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 ("Exchange Act") Rule 13a-15(e) of 15d-15(e)). It is the conclusion of our Chief Executive Officer and Chief Financial Officer that such disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective in ensuring that material information is accumulated and communicated to management and made known to the Chief Executive Officer and Chief Financial Officer particularly during the period in which this report was prepared, as appropriate, to allow timely decisions regarding timely disclosure.   In designing and evaluating the disclosure controls and procedures, management recognizes that any system of controls and procedures, no matter how 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.

During the second 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 April 2, 2005 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Not with standing, the effectiveness of our system of internal control over financial reporting is subject to limitations, including the exercise of our judgment in evaluating the same. As a result, there can be no assurance that our internal control over financial reporting will prevent all errors.

PART II -   OTHER INFORMATION

Item 1 - Legal Proceedings:   See "Litigation" on page 12 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.

others within those entities, particularly during the period in which this amended quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this amended quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

     5.     The registrant's other certifying officers and I have disclosed, based on our most

recent evaluation of internal control over financial, to the registrant's auditors and the audit committee or registrant's board of directors ( or persons performing the equivalent function);

a)   all significant deficiencies in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/     James G. Flanigan

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

                        Name:   James G. Flanigan

                        Chief Executive Officer and President

           EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350
AS ADOPTED   PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,   Jeffrey D Kastner, certify that:

1.   I have reviewed this amended quarterly report on Form 10-Q/A of Flanigan's Enterprises, Inc. for the period ended April 2, 2005.

2.   Based on my knowledge, this amended quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this amended quarterly report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects of the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the amended quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(c) and 15 (d)-15(f) for the registrant and have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

d)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial, to the registrant's auditors and the audit committee or registrant's board of directors ( or persons performing the equivalent function);

a)   all significant deficiencies in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

    /s/    Jeffrey D. Kastner

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

Name: Jeffrey D. Kastner
Chief Financial Officer and Secretary
Date: May 31, 2005

EXHIBIT   32.1

CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amended Quarterly Report of Flanigan's Enterprises, Inc., (the "Company") on Form 10-Q/A for the period ended April 2, 2005, as filed with the Securities and Exchange Commission of the date hereof ( the "Report"),   I, James G. Flanigan, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. SS.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

1)   This Amended Quarterly Report on Form 10-Q/A of the Company, to which this certification is attached as a Exhibit, (the "Amended Quarterly Report") fully complies with the requirements of section 13 (a) or 15(d) of the Securities Exchange Act of 1934; and

•  This information contained in this Amended Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.