UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





(Mark
One)


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


For the
quarterly period ended March 31,
2009





oTRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the
transition period from __________ to ___________





Commission
File Number:  0-503777





FLATBUSH
      FEDERAL BANCORP, INC.(Exact
      name of registrant as specified in its charter)FEDERAL
            11-3700733(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)2146
      NOSTRAND AVENUE, BROOKLYN, NEW YORK  11210(Address
      of principal executive offices)(718)
      859-6800(Registrant’s
      telephone number)(Former
      name, former address and former fiscal year, if changed since last
      report)





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).         YesoNoo





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      Accelerated filer  o
              Accelerated
      filer oNon-accelerated
      filer (Do not check if a smaller reporting company) o
              Smaller
      reporting company ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  YesoNoý





APPLICABLE
ONLY TO CORPORATE ISSUERS


As
of  May 14,
2009  the Registrant had outstanding 2,736,907 shares of common
stock.





FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES





INDEX





PageNumberPART I – FINANCIAL INFORMATIONItem 1:
                        Financial StatementsConsolidated Statements of Financial Condition at March 31,
      2009 and December 31, 2008 (Unaudited)
                        1Consolidated Statements of Income for the Three months ended
      March 31, 2009 and 2008 (Unaudited)
                        2Consolidated Statements of Comprehensive Income for the Three
      months ended March 31, 2009 and 2008 (Unaudited)
                        3Consolidated Statements of Cash Flows for the Three months
      ended March 31, 2009 and 2008 (Unaudited)
                        4Notes to Consolidated Financial
      Statements (Unaudited)
                        5 –
      9Item 2:
                        Management’s Discussion and Analysis of Financial Condition and
      Results of Operation
                        10
      – 15Item 3:
                        Quantitative and Qualitative Disclosure About Market
      Risk
                        16Item 4T:
                        Controls and Procedures
                        16PART II – OTHER INFORMATIONItem 1:
                        Legal Proceedings
                        17Item 1A:
                        Risk Factors
                        17Item 2:
                        Unregistered Sales of Equity Securities and Use of
      Proceeds
                        17Item 3:
                        Defaults upon Senior Securities
                        17Item 4:
                        Submission of Matters to a Vote of Securities
      Holders
                        17Item 5:
                        Other Information
                        17Item 6:
                        Exhibits
                        18SIGNATURES
                        19








Index


PART
I – FINANCIAL INFORMATION


ITEM
1 – FINANCIAL STATEMENTS


FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION


(Unaudited)


March
      31,
                            
                            
                            December 31,ASSETS
                            
                            2009
                            
                            
                            2008Cash
      and amounts due from depository institutions
                            
                            $
                            2,126,213
                            
                            
                            $
                            2,611,611Interest
      earning deposits in other banks
                            
                            
                            4,758,770
                            
                            
                            
                            2,966,877Federal
      Funds sold
                            
                            
                            2,150,000
                            
                            
                            
                            2,100,000Cash
      and cash equivalents
                            
                            
                            9,034,983
                            
                            
                            
                            7,678,488Mortgage-backed
      securities held to maturity; fair value of
                              $34,296,917  in
      (2009) and $33,975,054 in (2008)
                            
                            
                            32,939,771
                            
                            
                            
                            32,926,053Loans
      receivable, net of allowance for loan losses of $187,439
                              in
      (2009) and $190,630 in (2008)
                            
                            
                            98,540,041
                            
                            
                            
                            98,240,898Premises
      and equipment
                            
                            
                            2,572,259
                            
                            
                            
                            2,,616,747Federal
      Home Loan Bank of New York stock
                            
                            
                            1,367,400
                            
                            
                            
                            1,521,600Accrued
      interest receivable
                            
                            
                            606,739
                            
                            
                            
                            617,235Bank
      owned life insurance
                            
                            
                            4,099,970
                            
                            
                            
                            4,060,415Other
      assets
                            
                            
                            1,919,010
                            
                            
                            
                            1,989,544Total
      assets
                            
                            $
                            151,080,173
                            
                            
                            $
                            149,650,980LIABILITIES
      AND STOCKHOLDERS’ EQUITYLiabilities:Deposits:Non-interest
      bearing
                            
                            $
                            4,442,314
                            
                            
                            $
                            3,868,320Interest
      bearing
                            
                            
                            103,341,321
                            
                            
                            
                            97,807,392Total
      Deposits
                            
                            
                            107,783,635
                            
                            
                            
                            101,675,712Federal
      Home Loan Bank of New York advances
                            
                            
                            25,165,397
                            
                            
                            
                            28,592,884Advance
      payments by borrowers for taxes and insurance
                            
                            
                            612,577
                            
                            
                            
                            764,797Other
      liabilities
                            
                            
                            2,498,739
                            
                            
                            
                            3,983,403Total
      liabilities
                            
                            
                            136,060,348
                            
                            
                            
                            135,016,796Stockholders’
      equity:Preferred
      stock $0.01 par value; 1,000,000 shares authorized;
                              none
      issued and outstanding
                            
                            
                            ---
                            
                            
                            
                            ---Common
      stock $0.01 par value;  authorized 9,000,000
shares;
                              issued
      (2009 and 2008) 2,799,657 shares;
                              outstanding
      (2009) 2,736,907 and (2008)  2,737,907 shares
                            
                            
                            27,998
                            
                            
                            
                            27,998Paid-in
      capital
                            
                            
                            12,531,325
                            
                            
                            
                            12,514,942Retained
      earnings
                            
                            
                            5,478,679
                            
                            
                            
                            5,154,812Unearned
      employees’ stock ownership plan (ESOP) shares
                            
                            
                            (505,013
                            )
                            
                            
                            (513,731
                            )Treasury
      stock, 62,750, (2009) and 61,750, (2008) shares
                            
                            
                            (446,534
                            )
                            
                            
                            (442,984
                            )Accumulated
      other comprehensive loss
                            
                            
                            (2,066,630
                            )
                            
                            
                            (2,106,853
                            )Total
      stockholders’ equity
                            
                            
                            15,019,825
                            
                            
                            
                            14,634,184Total
      liabilities and stockholders’ equity
                            
                            $
                            151,080,173
                            
                            
                            $
                            149,650,980




See notes
to consolidated financial statements.


1
 Index


FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF INCOME


(Unaudited)


Three
      months endedMarch
      31,2009
                          
                          
                          2008Interest
      IncomeLoans,
      including fees
                          
                          $
                          1,546,198
                          
                          
                          $
                          1,572,501Mortgage-backed
      securities
                          
                          
                          454,555
                          
                          
                          
                          343,243Investments
                          
                          
                          11,151
                          
                          
                          
                          103,196Other
      interest earning assets
                          
                          
                          1,919
                          
                          
                          
                          44,791Totalinterestincome
                          
                          
                          2,013,823
                          
                          
                          
                          2,063,731Interest
      ExpenseDeposits
                          
                          
                          599,251
                          
                          
                          
                          714,231Borrowings
                          
                          
                          259,135
                          
                          
                          
                          309,519Total interest
      expense
                          
                          
                          858,386
                          
                          
                          
                          1,023,750Net Interest
      Income
                          
                          
                          1,155,437
                          
                          
                          
                          1,039,981Provision
      for loan losses
                          
                          
                          -
                          
                          
                          
                          -Net
      interest income after provision for loan losses
                          
                          
                          1,155,437
                          
                          
                          
                          1,039,981Non-interest
      incomeFees
      and service charges
                          
                          
                          25,007
                          
                          
                          
                          26,878BOLI
      income
                          
                          
                          39,555
                          
                          
                          
                          39,195Other
                          
                          
                          740
                          
                          
                          
                          465Total non-interest
      income
                          
                          
                          65,302
                          
                          
                          
                          66,538Non-interest
      expensesSalaries
      and employee benefits
                          
                          
                          130,493
                          
                          
                          
                          570,109Net
      occupancy expense of premises
                          
                          
                          115,558
                          
                          
                          
                          126,537Equipment
                          
                          
                          127,777
                          
                          
                          
                          124,480Directors’
      compensation
                          
                          
                          43,454
                          
                          
                          
                          42,572Professional
      fees
                          
                          
                          90,200
                          
                          
                          
                          82,441Other
      insurance premiums
                          
                          
                          35,581
                          
                          
                          
                          36,738Other
                          
                          
                          138,913
                          
                          
                          
                          119,047Total non-interest
      expenses
                          
                          
                          681,976
                          
                          
                          
                          1,101,924Income
      before income taxes
                          
                          
                          538,763
                          
                          
                          
                          4,595Income
      taxes
                          
                          
                          214,896
                          
                          
                          
                          2,466Net
      income
                          
                          $
                          323,867
                          
                          
                          $
                          2,129Net
      income  per common share – Basic and diluted
                          
                          $
                          0.12
                          
                          
                          $
                          0.001Weighted
      average number of shares outstanding – Basic and diluted
                          
                          
                          2,660,218
                          
                          
                          
                          2,643,551




See notes
to consolidated financial statements.


2
 Index


FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME


(Unaudited)








Three
      months ended March 31,2009
                
                
                2008Net
      Income
                
                $
                323,867
                
                
                $
                2,129Other
      comprehensive income,net of income taxes:Benefit
      Plans
                
                
                69,170
                
                
                
                28,460Deferred
      income taxes
                
                
                (28,947
                )
                
                
                (12,570
                )40,223
                
                
                
                15,890Comprehensive
      income
                
                $
                364,090
                
                
                $
                18,019


























See notes to consolidated financial
statements.


3
 Index








FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)


Three
      months ended March 31,2009
                  
                  
                  2008Cash
      flow from operating activities:Net
      income
                  
                  $
                  323,867
                  
                  
                  $
                  2,129Adjustments
      to reconcile net income to net cash
                    (used
      in) provided by operating activities:Depreciation
      and amortization of premises and equipment
                  
                  
                  46,024
                  
                  
                  
                  45,525Net
      (accretion) amortization of (discounts), premiums and
                    deferred
      loan fees and costs
                  
                  
                  (1,615
                  )
                  
                  
                  (44,064
                  )ESOP
      shares committed to be released
                  
                  
                  4,539
                  
                  
                  
                  6,804MRP
      amortization
                  
                  
                  10,146
                  
                  
                  
                  10,146Stock
      option amortization
                  
                  
                  10,416
                  
                  
                  
                  10,416Decrease
      in accrued interest receivable
                  
                  
                  10,496
                  
                  
                  
                  91,696Increase
      in cash surrender value of BOLI
                  
                  
                  (39,555
                  )
                  
                  
                  (39,195
                  )Decrease
      in other assets
                  
                  
                  41,587
                  
                  
                  
                  33,431Decrease
      in other liabilities
                  
                  
                  (1,415,494
                  )
                  
                  
                  (2,570
                  )Net
      cash  (used in) provided by operating activities
                  
                  
                  (1,009,589
                  )
                  
                  
                  114,318Cash
      flow from investing activities:Proceeds
      from calls and maturities of investment securities held to
      maturity
                  
                  
                  -
                  
                  
                  
                  2,500,000Principal
      repayments on mortgage-backed securities held to maturity
                  
                  
                  903,692
                  
                  
                  
                  1,234,668Purchases
      of mortgage-backed securities held to maturity
                  
                  
                  (905,604
                  )
                  
                  
                  (493,108
                  )Purchases
      of loan participation interests
                  
                  
                  (1,030,417
                  )
                  
                  
                  (407,093
                  )Net
      change in loans receivable
                  
                  
                  721,083
                  
                  
                  
                  3,948,533Additions
      to premises and equipment
                  
                  
                  (1,536
                  )
                  
                  
                  (1,975
                  )Redemption
      of Federal Home Loan Bank of New York stock
                  
                  
                  154,200
                  
                  
                  
                  126,300Net
      cash (used in) provided by investing activities
                  
                  
                  (158,582
                  )
                  
                  
                  6,907,325Cash
      flow from financing activities:Net
      increase (decrease)  in deposits
                  
                  
                  6,107,923
                  
                  
                  
                  (93,802
                  )Advances
      from Federal Home Loan Bank of New York
                  
                  
                  -
                  
                  
                  
                  2,000,000Repayment
      of advances from Federal Home Loan Bank of New York
                  
                  
                  (1,427,487
                  )
                  
                  
                  (2,807,309
                  )Net
      change to short-term borrowings
                  
                  
                  (2,000,000
                  )
                  
                  
                  (2,000,000
                  )(Decrease)
      increase  in advance payments by borrowers
                    for
      taxes and insurance
                  
                  
                  (152,220
                  )
                  
                  
                  250,100Purchase
      of treasury stock
                  
                  
                  (3,550
                  )
                  
                  
                  -Net
      cash provided by (used in) financing activities
                  
                  
                  2,524,666
                  
                  
                  
                  (2,651,011
                  )Net
      increase in cash and cash equivalents
                  
                  
                  1,356,495
                  
                  
                  
                  4,370,632Cash
      and cash equivalents – beginning
                  
                  
                  7,678,488
                  
                  
                  
                  4,967,580Cash
      and cash equivalents – ending
                  
                  $
                  9,034,983
                  
                  
                  $
                  9,338,212Supplemental
      disclosure of cash flow informationCash
      paid during the year for:Interest
                  
                  $
                  862,918
                  
                  
                  $
                  1,030,365Income
      taxes
                  
                  $
                  173,050
                  
                  
                  $
                  400








See notes
to consolidated financial statements.


4
 Index


FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES




NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS




(Unaudited)




NOTE
1.  PRINCIPLES OF CONSOLIDATION




The
consolidated financial statements include the accounts of Flatbush Federal
Bancorp, Inc. (the “Company”), the Flatbush Federal Savings and Loan Association
(the “Association”) and the Association’s subsidiary Flatbush REIT,
Inc.  The Company’s business is conducted principally through the
Association.  All significant intercompany accounts and transactions
have been eliminated in consolidation.




NOTE 2.  BASIS OF
PRESENTATION




The
accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-Q and Regulation S-X and do not include
information or footnotes necessary for a complete presentation of financial
condition, results of operations and cash flows in accordance with U.S.
generally accepted accounting principles.  However, in the opinion of
management, all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of the consolidated financial statements have
been included.  The results of operations for the three months ended
March 31, 2009, are not necessarily indicative of the results which may be
expected for the entire year.




NOTE 3.  NET
INCOME PER COMMON SHARE




Net
income per common share was computed by dividing net income for the three months
ended March 31, 2009 and 2008 by the weighted average number of shares of common
stock outstanding adjusted for unearned shares of the ESOP.  Stock
options and restricted stock awards granted are considered common stock
equivalents and therefore considered in diluted net income per share
calculations, if dilutive, using the treasury stock method. At and for the three
months ended March 31, 2009, there was no dilutive effect of stock
options.




NOTE 4.  CRITICAL
ACCOUNTING POLICIES




The
Company considers accounting policies involving significant judgments and
assumptions by management that have, or could have, a material impact on the
carrying value of certain assets or on income to be critical accounting
policies.  Material estimates that are particularly susceptible to
significant changes relate to the determination of the allowance for loan
losses.  Determining the amount of the allowance for loan losses
necessarily involves a high degree of judgment.  Management reviews
the level of the allowance on a quarterly basis, at a minimum, and establishes
the provision for loan losses based on the composition of the loan portfolio,
delinquency levels, loss experience, economic conditions, and other factors
related to the collectibility of the loan portfolio. Management has allocated
the allowance among categories of loan types as well as classification status at
each period-end date.  Assumptions and allocation percentages based on
loan types and classification status have been consistently
applied.  Management regularly evaluates various risk factors related
to the loan portfolio, such as type of loan, underlying collateral and payment
status, and the corresponding allowance allocation percentages.




Although
management believes that it uses the best information available to establish the
allowance for loan losses, future additions to the allowance may be necessary
based on estimates that are susceptible to change as a result of changes in
economic conditions and other factors.  In addition, the regulatory
authorities, as an integral part of their examination process, periodically
review the allowance for loan losses.  Such agencies may require
management to recognize adjustments to the allowance based on their judgments
about information available to them at the time of their
examinations.









5
 Index







NOTE
5.  RETIREMENT PLANS – COMPONENTS OF  NET PERIODIC PENSION
COST




Periodic
pension expense was as follows:




Three
      months endedMarch
      31,2009
                  
                  
                  2008Service
      Cost
                  
                  $
                  18,391
                  
                  
                  $
                  24,151Interest
      Cost
                  
                  
                  77,553
                  
                  
                  
                  82,145Expected
      return on assets
                  
                  
                  (68,126
                  )
                  
                  
                  (104,895
                  )Amortization
      of past service cost
                  
                  
                  (15,799
                  )
                  
                  
                  (15,799
                  )Amortization
      of unrecognized net loss
                  
                  
                  79,019
                  
                  
                  
                  36,497Curtailment
      Credit
                  
                  
                  (507,058
                  )
                  
                  
                  -Net
      periodic benefit (credit) cost
                  
                  $
                  (416,020
                  )
                  
                  $
                  22,099







Periodic
pension expense for other plans was as
follows:




Three
      months EndedMarch
      31,2009
                  
                  
                  2008Service
      Cost
                  
                  $
                  4,344
                  
                  
                  $
                  4,191Interest
      Cost
                  
                  
                  17,711
                  
                  
                  
                  20,813Amortization
      of unrecognized transition obligation
                  
                  
                  -
                  
                  
                  
                  1,134Amortization
      of past service cost
                  
                  
                  5,278
                  
                  
                  
                  5,278Amortization
      of unrecognized net loss
                  
                  
                  672
                  
                  
                  
                  1,350Net
      periodic benefit cost
                  
                  $
                  28,005
                  
                  
                  $
                  32,766







NOTE6. FAIR VALUE MEASUREMENTS
AND FAIR VALUES OF FINANCIAL INSTRUMENTS




In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 157, Fair Value
Measurements (“SFAS”), which defines fair value, establishes a framework
for measuring fair value under GAAP, and expands disclosures about fair value
measurements.  SFAS 157 applies to other accounting pronouncements
that require or permit fair value measurements.  The Association
adopted SFAS 157 effective for its fiscal year beginning January 1,
2008.




In
December 2007, the FASB issued FASB Staff Position 157-2, Effective Date of FASB Statement No.
157(“FSP 157-2”).  FSP 157-2 delays the effective date of SFAS
157 for all non-financial assets and liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008 and interim periods within
those fiscal years.  As such, the Corporation only partially adopted
the provisions of SFAS 157, and began to account and report for non-financial
assets and liabilities in 2009.  In October 2008, the FASB issued FASB
Staff Position 157-3, Determining the Fair Value of a
Financial Asset When the Market for that Asset is Not Active (“FSP
157-3”), to clarify the application of the provisions of SFAS 157 in an inactive
market and how an entity would determine fair value in an inactive
market.  FSP 157-3 is effective immediately and applies to the
Company’s March 31, 2009 consolidated financial statements.  The
adoption of SFAS 157 and FSP 157-3 had no impact on the amounts reported in the
consolidated financial statements.




6
 Index


NOTE
6. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS
CONT’D




SFAS 157
established a fair value hierarchy that prioritizes the inputs to valuation
methods used to measure fair value.  The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements).  The three levels of the fair value
hierarchy under SFAS 157 are as follows:




Level
1:  Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities.




Level
2:  Quoted prices in markets that are not active, or inputs that are
observable either directly or indirectly, for substantially the full term of the
asset or liability.




Level
3:  Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (i.e., supported with
little or no market activity).




An
asset’s or liability’s level within the fair value hierarchy is based on the
lowest level of input that is significant to the fair value
measurement.




The
Company had no financial assets which are required to be measured on a recurring
or non-recurring basis at March 31, 2009.




NOTE 7.  RECENT
ACCOUNTING PRONOUNCEMENTS





FSP FAS 157-4




In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are NotOrderly(FSP FAS
157-4).  FASB Statement 157, Fair Value Measurements,
defines fair value as the price that would be received to sell the asset or
transfer the liability in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants at the measurement
date under current market conditions. FSP FAS 157-4 provides additional guidance
on determining when the volume and level of activity for the asset or liability
has significantly decreased. The FSP also includes guidance on identifying
circumstances when a transaction may not be considered orderly.




FSP FAS
157-4 provides a list of factors that a reporting entity should evaluate to
determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability in relation to normal market activity for
the asset or liability. When the reporting entity concludes there has been a
significant decrease in the volume and level of activity for the asset or
liability, further analysis of the information from that market is needed and
significant adjustments to the related prices may be necessary to estimate fair
value in accordance with Statement 157.




This FSP
clarifies that when there has been a significant decrease in the volume and
level of activity for the asset or liability, some transactions may not be
orderly. In those situations, the entity must evaluate the weight of the
evidence to determine whether the transaction is orderly. The FSP provides a
list of circumstances that may indicate that a transaction is not orderly. A
transaction price that is not associated with an orderly transaction is given
little, if any, weight when estimating fair value.




This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009.  An entity early adopting FSP FAS 157-4 must also early adopt
FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-




7
 Index


NOTE
7.  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)




Temporary
Impairments.  The Company is currently reviewing the effect
this new pronouncement will have on its consolidated financial
statements.




FSP
FAS 115-2 and FAS 124-2




In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments(FSP FAS 115-2 and FAS
124-2).   FSP FAS 115-2 and FAS 124-2 clarifies the interaction
of the factors that should be considered when determining whether a debt
security is other-than-temporarily impaired. For debt securities, management
must assess whether (a) it has the intent to sell the security and
(b) it is more likely than not that it will be required to sell the
security prior to its anticipated recovery. These steps are done before
assessing whether the entity will recover the cost basis of the investment.
Previously, this assessment required management to assert it has both the intent
and the ability to hold a security for a period of time sufficient to allow for
an anticipated recovery in fair value to avoid recognizing an
other-than-temporary impairment. This change does not affect the need to
forecast recovery of the value of the security through either cash flows or
market price.




In
instances when a determination is made that an other-than-temporary impairment
exists but the investor does not intend to sell the debt security and it is not
more likely than not that it will be required to sell the debt security prior to
its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes the presentation
and amount of the other-than-temporary impairment recognized in the income
statement. The other-than-temporary impairment is separated into (a) the
amount of the total other-than-temporary impairment related to a decrease in
cash flows expected to be collected from the debt security (the credit loss) and
(b) the amount of the total other-than-temporary impairment related to all
other factors. The amount of the total other-than-temporary impairment related
to the credit loss is recognized in earnings. The amount of the total
other-than-temporary impairment related to all other factors is recognized in
other comprehensive income.




This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009.  An entity early adopting FSP FAS 115-2 and FAS 124-2 must also
early adopt FSP FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly.  The Company is currently reviewing the effect this
new pronouncement will have on its consolidated financial
statements.




FSP
FAS 107-1 and APB 28-1




In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments(FSP FAS 107-1 and APB 28-1).  FSP FAS
107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures about Fair Value of
Financial Instruments, to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amends APB Opinion
No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial
information at interim reporting periods.









8
 Index







NOTE 7.  RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)





This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009.  An entity early adopting FSP FAS 107-1 and APB 28-1 must also
early adopt FSP FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderlyand FSP FAS
115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments.The Company is currently
reviewing the effect this new pronouncement will have on its consolidated
financial statements.














































9
 Index








ITEM 2


FLATBUSH
FEDERAL BANCORP, INC. AND SUBSIDIARIES


MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATION




Forward-Looking
Statements




This Form
10-Q may include certain forward-looking statements based on current management
expectations.  The Company’s actual results could differ materially
from those management expectations.  Factors that could cause future
results to vary from current management expectations include, but are not
limited to, general economic conditions, legislative and regulatory changes,
monetary and fiscal policies of the federal government, changes in tax policies,
rates and regulations of federal, state and local tax authorities, changes in
interest rates, deposit flows, the cost of funds, demand for loan products,
demand for financial services, competition, changes in the quality or
composition of loan and investment portfolios of the Company, changes in
accounting principles, policies or guidelines, and other economic, competitive,
governmental and technological factors affecting the Company’s operations,
markets, products, services and prices.




Comparison
of Financial Condition at March 31, 2009 and December 31, 2008




The
Company’s total assets as of March 31, 2009 were $151.1 million compared to
$149.7 million at December 31, 2008, an increase of $1.4 million, or 0.9%. Loans
receivable increased $299,000, or 0.3%, to $98.5 million at March 31, 2009 from
$98.2 million at December 31, 2008.  Included in the increase of loans
receivable was a $20,000 inter-company loan issued by Flatbush Federal Bancorp
Inc. on March 16, 2009 to Flatbush Federal Bancorp MHC. Mortgage-backed
securities increased $14,000,  or 0.01%, to $32.9 million at March 31,
2009 from $32.9 million as of December 31, 2008. Cash and cash equivalents
increased $1.3 million, or 16.9%, to $9.0 million at March 31, 2009 from $7.7
million at December 31, 2008.





Total
deposits increased $6.1 million, or 6.0%, to $107.8 million at March 31, 2009
from $101.7 million at  December 31, 2008.  As of March
31, 2009, borrowings from the Federal Home Loan Bank of New York (“FHLB”) were
$25.2 million compared to $28.6 million as of December 31, 2008, a decrease of
$3.4 million, or 11.9%.





Total
stockholders’ equity increased $386,000 to $15.0 million at March 31, 2009 from
$14.6 million at December 31, 2008.





On August
30, 2007, the Company approved a stock repurchase program and
authorized  the repurchase of up to 50,000 shares of the Company’s
outstanding shares of common stock. Stock repurchases are made from time to time
and may be effected through open market purchases, block trades and in privately
negotiated transactions.  Repurchased stock will be held as treasury
stock and will be available for general corporate purposes.  During
the quarter ended March 31, 2009, the Company repurchased a total of 1,000
shares. As of March 31, 2009, under the current program, 12,750 shares were
repurchased at a weighted average price of $4.44 per share.





Comparison
of Operating Results for the Three Months Ended March 31, 2009 and March 31,
2008




General.Net
income increased by $322,000, to $324,000 for the quarter ended March 31, 2009
from $2,000 for the same quarter in 2008.  The increase in net income
for the quarter was primarily due to decreases of $420,000 in non-interest
expense, $115,000 in interest expense on deposits, and $50,000 in interest
expense on borrowings from the FHLB. These decreases were partially offset by
decreases of $50,000 in total interest income, $1,000 in non-interest income and
an increase of $212,000 in income taxes.





On
February 26, 2009, the Company froze its defined benefit pension plan effective
March 31, 2009.  The freezing of the Plan is consistent with ongoing
cost reduction strategies.  The changes included a discontinuation of
accrual of future service cost in the defined benefit pension plan and fully
preserving retirement benefits that employees have earned as of March 31, 2009.
As a result of freezing the plan, the Company recognized a pre-tax curtailment
credit of $416,000, net of actuarial expenses, ($230,000 net of taxes), in the
quarter ended March 31, 2009.


10
 Index





Interest
Income.Total interest income decreased $50,000, or 2.4%, to
$2.0 million for the quarter ended March 31, 2009 from $2.1 million for the
quarter ended March 31, 2008. The decrease in interest income can be primarily
attributed to a lower average yield partially offset by a higher interest
earning asset base.  For the three months ended March 31, 2009, the
average balance of $140.6 million in interest-earning assets earned an average
yield of 5.73% compared to an average yield of 6.05% on an average balance of
$136.4 million for the three months ended March 31, 2008.




Interest
income on loans decreased $26,000, or 1.7%, to $1.5 million for the quarter
ended March 31, 2009 from $1.6 million for the same quarter in
2008.  The average balance of loans decreased $559,000 to $98.3
million for the quarter ended March 31, 2009 from $98.9 million for the quarter
ended March 31, 2008.  The average yield on loans decreased by seven
basis points to 6.29% for the quarter ended March 31 2009 from 6.36% for the
quarter ended March 31, 2008.




Interest
income on mortgage-backed securities increased $112,000, or 32.7%, to $455,000
for the quarter ended March 31, 2009 from $343,000 for the quarter ended March
31, 2008.  The average balance of mortgage-backed securities increased
$8.3 million, or 33.2%, to $33.3 million for the quarter ended March 31, 2009
from $25.0 million for the quarter ended March 31, 2008.  The average
yield decreased by three basis points to 5.46% for the quarter ended March 31,
2009 from 5.49% for the same period in 2008.




Interest
income on investment securities decreased $92,000, or 89.3%, to $11,000 for the
quarter ended March 31, 2009 from $103,000 for the quarter ended March 31, 2008.
The average balance of investment securities decreased by $4.4 million, or
75.9%, to $1.4 million for the quarter ended March 31, 2009 from $5.8 million
for the quarter ended March 31, 2008.  The average yield on investment
securities decreased 392 basis points to 3.21%, primarily due to a lower
dividend received on FHLB stock, for the quarter ended March 31, 2009 from an
average yield of 7.13% for the quarter ended March 31, 2008.




Interest
income on other interest-earning assets, primarily interest-earning deposits and
federal funds sold, decreased $43,000, or 95.6%, to $2,000 for the quarter ended
March 31, 2009 from $45,000 for the quarter ended March 31,
2008.   The average yield on other interest earning assets
decreased by 257 basis points to 0.10% for the quarter ended March 31, 2009 from
2.67% for the quarter ended March 31, 2008 primarily due to the decline in
interest rates on interest-earning deposits and federal funds sold. As a partial
offset, the average balance of other interest earning assets increased $835,000,
or 12.5%, to $7.5 million for the quarter ended March 31, 2009 from $6.7 million
for the quarter ended March 31, 2008.




Interest
Expense.Total interest expense, comprised of interest
expense on deposits and interest expense on FHLB borrowings, decreased $165,000,
or 16.2%, to $858,000 for the quarter ended March 31, 2009 from $1.0 million for
the quarter ended March 31, 2008. The average cost of interest-bearing
liabilities decreased by 61 basis points to 2.66% for the quarter ended March
31, 2009 from 3.27% for the quarter ended March 31, 2008.  The average
balance of interest-bearing liabilities increased $3.6 million, or 2.9% to
$128.8 million for the quarter ended March 31, 2009 from $125.2 million for the
quarter ended March 31, 2008.




Interest
expense on deposits decreased $115,000, or 16.1%, to $599,000 for the quarter
ended March 31, 2009 from $714,000 for the quarter ended March 31,
2008.  The average cost of interest-bearing deposits decreased by 59
basis points to 2.32% for the quarter ended March 31, 2009 from 2.91% for the
quarter ended March 31, 2008, reflecting the declining trend of interest rates
on deposits.  As a partial offset, the average balance of
interest-bearing deposits increased $5.0 million, or 5.1%, to $103.2 million for
the quarter ended March 31, 2009 from $98.2 million for the quarter ended March
31, 2008.




Interest
expense on FHLB borrowings decreased $50,000, or 16.2%, to $259,000 for the
quarter ended March 31, 2009, from $309,000 for the quarter ended March 31,
2008.  The average balance of FHLB borrowings decreased $1.4 million,
or 5.2%, to $25.6 million for the quarter ended March 31, 2009, from $27.0
million for the quarter ended March 31, 2008. The average cost of FHLB
borrowings decreased by 54 basis points to 4.04% for the quarter ended March 31,
2009, from 4.58% for the quarter ended March 31, 2008.




11
 Index


Net Interest
Income.Net interest income increased $115,000, or 11.1%, to
$1.1 million for the quarter ended March 31, 2009 from $1.0 million for the same
quarter in 2008.  The interest rate spread was 3.06% for the quarter
ended March 31, 2009 compared to 2.78% for the quarter ended March 31, 2008, an
increase of 28 basis points.  Interest margin for the quarter ended
March 31, 2009 was 3.29% compared to 3.05% for the quarter ended March 31, 2008
an increase of 24 basis points.  The increase in interest rate spread
and interest margin can be attributed primarily to the decrease in the average
yield of interest-bearing deposits and FHLB borrowings, as well as the average
balance of FHLB borrowings.




Provision for Loan
Losses.The Company establishes the provision for loan losses,
which is charged to operations, at a level necessary to absorb known and
inherent losses that are both probable and reasonably estimable at the date of
the financial statements.  In evaluating the level of the allowance
for loan losses, management considers historical loss experience, the types of
loans and the amount of loans in the loan portfolio, adverse situations that may
affect the borrower’s ability to repay, the estimated value of any underlying
collateral, and prevailing economic conditions.  This evaluation is
inherently subjective as it requires estimates that are susceptible to
significant revision as more information becomes available or as future events
change.  Based on the evaluation of these factors, no provision was
recorded for the three months ended March 31, 2009 and
2008.   The level of the allowance at March 31, 2009 is based on
estimates, and the ultimate losses may vary from the
estimates.  Non-performing loans increased to $891,000, or 0.59% of
total assets as of March 31, 2009 from $79,000 or 0.05% of total assets as of
March 31, 2008. As of March 31, 2009, the non-performing loans total included
four 1-4 residential loans totaling $891,000 which, at quarter-end, did not
warrant a specific provision for loan loss.




Non-Interest
Income.Non-interest income decreased $1,000, or 1.5%, to
$65,000 for the quarter ended March 31, 2009 from $66,000 for the quarter ended
March 31, 2008.  This was primarily attributable to
a  decrease of $1,000 in fees and service charges.




Non-Interest Expenses.  Non-interest expenses decreased $420,000, or 38.1%, to
$682,000 for the quarter ended March 31, 2009 from $1.1 million for the quarter
ended March 31, 2008.  The net decrease of $420,000 in non-interest
expenses is primarily attributable to decreases to salaries and employee
benefits, net occupancy expense of premises and other insurance premiums,
partially offset by increases to equipment expenses, directors’ compensation,
professional fees and other expenses. Salaries and employee benefits decreased
$440,000 to $130,000 for the three months ended March 31, 2009, from $570,000
for the three months ended March 31, 2008, primarily due to the pre-tax
curtailment credit of $416,000, net of actuarial expenses, resulting from
the freezing of the defined benefit pension plan.




The
Company anticipates a significant increase in the cost of federal deposit
insurance from current levels of five to seven basis points.  The FDIC
has recently proposed to increase the assessment rate for the most highly rated
institutions to between 12 and 14 basis points for the first quarter of 2009 and
to between 10 and 14 basis points thereafter.  Assessment rates could
be further increased if an institution’s FHLB advances exceed 15% of
deposits.  The FDIC has also established a program under which it
fully guarantees all non-interest bearing transaction accounts and senior
unsecured debt of a bank or its holding company.  Institutions that
did not opt out of the program, such as the Company, will be assessed ten
basis points for non-interest bearing transaction account balances in excess of
$250,000 and 75 basis points of the amount of debt issued.




The FDIC
also adopted an interim rule imposing an emergency special assessment of 20
basis points on the industry on June 30, 2009. The assessment is to be
collected on September 30, 2009. The cost of this special assessment is
anticipated to be up to approximately $230,000. The interim rule would also
permit the FDIC to impose an emergency special assessment after June 30, 2009,
of up to 10 basis points if necessary to maintain public confidence in federal
deposit insurance. While the interim rule imposing the special assessment is
final, the FDIC has indicated a willingness to decrease the special assessment
under certain circumstances concerning the overall financial health of the
insurance fund. No determination has been made to date to decrease the amount of
the special assessment.




Income Tax
Expense.The provision for income taxes increased $212,000, to
$215,000 for the quarter ended March 31, 2009 from $2,000 for the same quarter
in 2008 primarily due to an increase in income before income taxes of
$534,000.




12
 Index


Liquidity
and Capital Resources




The
Association is required to maintain levels of liquid assets under the Office of
Thrift Supervision (the “OTS”) regulations sufficient to ensure the
Association’s safe and sound operation.  The Association’s liquidity
averaged 9.32% during the month of March 2009.  The Association
adjusts its liquidity levels in order to meet funding needs for deposit
outflows, payment of real estate taxes from escrow accounts on mortgage loans,
repayment of borrowings, when applicable, and loan funding commitments. The
Association also adjusts its liquidity level as appropriate to meet its
asset/liability objectives.




The
Association’s primary sources of funds are deposits, borrowings, amortization
and prepayments of loans and mortgage-backed securities, maturities of
investment securities and funds provided from operations.  While
scheduled loan and mortgage-backed securities amortization and maturing
investment securities are a relatively predictable source of funds, deposit
flows and loan and mortgage-backed securities prepayments are greatly influenced
by market interest rates, economic conditions and competition.




The
Association’s liquidity, represented by cash and cash equivalents, is a product
of its operating, investing and financing activities.




The
primary sources of investing activity are lending and the purchase of investment
securities and mortgage-backed securities.  Net loans totaled $98.5
million and $98.2 million at March 31, 2009 and December 31, 2008,
respectively.  Mortgage-backed securities held to maturity totaled
$32.9 million at March 31, 2009 and December 31, 2008.  In
addition to funding new loans and mortgage-backed and investment securities
purchases through operating and financing activities, such activities were
funded by principal repayments on existing loans, mortgage-backed securities and
maturities of investment securities.




Liquidity
management is both a daily and long-term function of business
management.  Excess liquidity is generally invested in short-term
investments, such as federal funds and interest-bearing deposits.  If
the Association requires funds beyond its ability to generate them internally,
borrowing agreements exist with the FHLB which provides an additional source of
funds.  At March 31, 2009, the Company had a borrowing limit of $73.1
million from the FHLB, of which $25.2 million was advanced. At December 31,
2008, advances from the FHLB totaled $28.6 million.




The
Association anticipates that it will have sufficient funds available to meet its
current loan commitments and obligations.  At March 31, 2009, the
Association had outstanding commitments to originate or purchase loans of $8.6
million.  Certificates of deposit scheduled to mature in one year or
less at March 31, 2009, totaled $55.4 million.  Management believes
that, based upon its experience and the Association’s deposit flow history, a
significant portion of such deposits will remain with the
Association.




Under OTS
regulations, three separate measurements of capital adequacy (the “Capital
Rule”) are required.  The Capital Rule requires each savings
institution to maintain tangible capital equal to at least 1.5% and core capital
equal to 4.0% of its adjusted total assets.  The Capital rule further
requires each savings institution to maintain total capital equal to at least
8.0% of its risk-weighted assets.




13
 Index


The
following table sets forth the Association’s capital position at March 31, 2009,
as compared to the minimum regulatory capital requirements:




Actual
                        
                        Minimal
      Capital
                          Requirements
                        Under
      Prompt
                          Corrective
      Actions
                          ProvisionsAmount
                        
                        
                        Ratio
                        
                        Amount
                        Ratio
                        Amount
                        Ratio(Dollars
      in Thousands)Total
      Capital
                        
                        $
                        16,258
                        
                        
                        
                        20.51
                        %
                        >$6,341
                        >8.00%
                        >$7,926
                        >10.00%(to
      risk-weighted assets)Tier
      1 Capital
                        
                        
                        16,079
                        
                        
                        
                        20.29
                        %
                        >
      -
                        >
      -
                        >4,756
                        >  6.00%(to
      risk-weighted assets)Core
      (Tier 1) Capital
                        
                        
                        16,163
                        
                        
                        
                        10.81
                        %
                        >
      5,982
                        >4.00%
                        >7,478
                        >  5.00%(to
      adjusted total assets)Tangible
      Capital
                        
                        
                        16,163
                        
                        
                        
                        10.81
                        %
                        >
      2,243
                        >1.50%
                        >-
                        >-(to
      adjusted total assets)





Management
of Interest Rate Risk




The
ability to maximize net interest income largely depends upon maintaining a
positive interest rate spread during periods of fluctuating market interest
rates.  Interest rate sensitivity is a measure of the difference
between amounts of interest-earning assets and interest-bearing liabilities
which either reprice or mature within a given period of time.  The
difference, or the interest rate repricing “gap,” provides an indication of the
extent to which an institution’s interest rate spread will be affected by
changes in interest rates.  A gap is considered positive when the
amount of interest-rate sensitive assets exceeds the amount of interest-rate
sensitive liabilities, and is considered negative when the amount of
interest-rate sensitive liabilities exceeds the amount of interest-rate
sensitive assets.  Generally, during a period of rising interest
rates, a negative gap within shorter maturities would adversely affect net
interest income, while a positive gap within shorter maturities would result in
an increase in net interest income, and during a period of falling interest
rates, a negative gap within shorter maturities would result in an increase in
net interest income while a positive gap within shorter maturities would result
in a decrease in net interest income.




The
Association’s current investment strategy is to maintain an overall securities
portfolio that provides a source of liquidity and that contributes to the
Association’s overall profitability and asset mix within given quality and
maturity considerations.




14
 Index


Net
Portfolio Value




The
Association’s interest rate sensitivity is monitored by management through the
use of the OTS model which estimates the change in the Association’s net
portfolio value (“NPV”) over a range of interest rate scenarios.  NPV
is the present value of expected cash flows from assets, liabilities, and
off-balance sheet contracts.  The NPV ratio, under any interest rate
scenario, is defined as the NPV in that scenario divided by the market value of
assets in the same scenario. The OTS produces its analysis based upon data
submitted on the Association’s quarterly Thrift Financial Reports. The following
table sets forth the Association’s NPV as of December 31, 2008, the most recent
date the Association’s NPV was calculated by the OTS.




Net
      Portfolio Value
                  
                  Net
      Portfolio Value as a
                      Percentage
      of Present Value of
                      AssetsChange
      in
                    Interest
      Rates
                    (basis
      points)
                  
                  Estimated
                    NPV
                  
                  
                  Amount
      of
                      Change
                  
                  
                  Percent
      of
                      Change
                  
                  NPV
      Ratio
                  
                  Change
      in Basis
                      Points(Dollars
      in Thousands)+300
                  
                  
                  $
                  11,432
                  
                  
                  $
                  (5,750
                  )
                  
                  
                  (33
                  %)
                  
                  
                  7.77
                  %
                  
                  
                  -324+200
                  
                  
                  
                  14,350
                  
                  
                  
                  (2,832
                  )
                  
                  
                  (16
                  %)
                  
                  
                  9.50
                  %
                  
                  
                  -151+100
                  
                  
                  
                  16,421
                  
                  
                  
                  (761
                  )
                  
                  
                  (4
                  %)
                  
                  
                  10.65
                  %
                  
                  
                  -
      36+
      50
                  
                  
                  
                  16,930
                  
                  
                  
                  (252
                  )
                  
                  
                  (
      1
                  %)
                  
                  
                  10.90
                  %
                  
                  
                  -
      100
                  
                  
                  
                  17,182
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  11.01
                  %
                  
                  
                  —-
      50
                  
                  
                  
                  17,117
                  
                  
                  
                  (65
                  )
                  
                  
                  -
                  %
                  
                  
                  10.93
                  %
                  
                  
                  - 8-100
                  
                  
                  
                  16,831
                  
                  
                  
                  (351
                  )
                  
                  
                  (2
                  %)
                  
                  
                  10.74
                  %
                  
                  
                  -
      27





Certain
shortcomings are inherent in the methodology used in the above interest rate
risk measurement.  Modeling changes in net portfolio value require
making certain assumptions that may or may not reflect the manner in which
actual yields and costs respond to changes in market interest
rates.  In this regard, the net portfolio value table presented
assumes that the composition of interest-sensitive assets and liabilities
existing at the beginning of a period remains constant over the period being
measured, and assumes that a particular change in interest rates is reflected
uniformly across the yield curve regardless of the duration or repricing of
specific assets and liabilities.  Accordingly, although the net
portfolio value table provides an indication of the Association’s interest rate
risk exposure at a particular point in time, such measurements are not intended
to and do not provide a precise forecast of the effect of changes in market
interest rates on its net interest income and will differ from actual
results.



















15
 Index


ITEM 3. Quantitative and Qualitative
Disclosure About Market Risk




As a
smaller reporting company, the Company is not required to provide the
information required of this item.




ITEM 4T. FLATBUSH FEDERAL BANCORP,
INC. AND SUBSIDIARIES CONTROLS AND PROCEDURES







(a)
            Evaluation
      of disclosure controls and
procedures.





Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2009
(the “Evaluation Date”).  Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective in timely
alerting them in a timely manner to material information relating to us (or our
consolidated subsidiary) required to be included in our periodic SEC
filings.





(b)
            Changes
      in Internal Controls over Financial
Reporting.





There
were no significant changes made in our internal controls during the period
covered by this report or, to our knowledge, in other factors that has
materially affected or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.





See the
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.


16
 Index








PART II – OTHER INFORMATION








ITEM 1.
Legal Proceedings





The
Company is not involved in any pending legal proceedings other than routine
legal proceedings occurring in the ordinary course of business, which involve
amounts in the aggregate believed by management to be immaterial to the
financial condition of the Company and the Association.





ITEM
1A.Risk Factors





A smaller
reporting company is not required to provide the information required of this
item.





ITEM 2.
Unregistered Sales of Equity Securities and Use of
Proceeds





On June
30, 2005, the Board of Directors approved a stock repurchase program and
authorized the repurchase of up to 50,000 shares of the Company's outstanding
shares of common stock. On August 30, 2007, the Company approved a second stock
repurchase program and authorized  the repurchase of up to 50,000
shares of the Company’s outstanding shares of common stock.  Stock
repurchases will be made from time to time and may be effected through open
market purchases, block trades and in privately negotiated transactions.
Repurchased stock will be held as treasury stock and will be available for
general corporate purposes. As of March 31, 2009, 62,750 total shares have been
repurchased by the Company. During the quarter ended March 31, 2009, one
thousand shares were repurchased. These total repurchased shares do not include
the stock dividend shares of 1,340 which, along with the repurchased shares, are
held as treasury stock.





Company
      Purchases of Common StockPeriod
              Total
      number
                of
      shares
                purchased
              Average
      price
                paid
      per share
              Total
      number of
                shares
                purchased
      as
                part
      of publicly
                announced
                plans
      or
                programs
              Maximum
                number
      (or
                approximate
                dollar
      value) of
                shares
      that may
                yet
      be purchased
                under
      the plans or
                programsJanuary
      1, 2009 through January 31, 2009
              -
              $         -
              61,750
              38,250February
      1, 2009 through February 28, 2009
              1,000
              3.50
              62,750
              37,250March
      1, 2009 through March 31, 2009
              -
              -
              62,750
              37,250





ITEM 3.
Defaults Upon Senior Securities





Not
applicable.





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





None





ITEM 5.
Other Information




None





17
 Index





ITEM 6.
Exhibits





The
following Exhibits are filed as part of this report.





3.1
            
            Federal
      Stock Charter of Flatbush Federal Bancorp, Inc.*3.2
            
            Bylaws
      of Flatbush Federal Bancorp, Inc.*4.0
            
            Form
      of common stock certificate of Flatbush Federal Bancorp,
    Inc.11.0
            
            Computation
      of earnings per share31.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 (filed herewith).31.2
            
            Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley
      Act of 2002 (filed herewith).32.1
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 (filed
herewith).











*Incorporated
by reference to the Registration Statement on Form SB-2 of Flatbush Federal
Bancorp, Inc. (file no. 333-106557), originally filed with the Securities and
Exchange Commission on June 27, 2003.





18
 Index


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.








FLATBUSH
      FEDERAL BANCORP, INC.Date:
            May
      15, 2009
            
            By:
            /s/
      Jesus R. AdiaJesus
      R. AdiaPresident
      andChief
      Executive OfficerDate:
            May
      15, 2009
            
            By:
            /s/  John
      S. LotardoJohn
      S. LotardoExecutive
      Vice President and ChiefFinancial
      Officer







19