UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934 For the quarterly period ended June 30, 2005


[_]   TRANSITION REPORT UNDER 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 small business issuer as specified in this charter)

          FEDERAL                                               11-3700733
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                               Identification No.)

                 2146 NOSTRAND AVENUE, BROOKLYN, NEW YORK 11210
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (718) 859-6800
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. Yes [X] No [_]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [_] No [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date

                    As of August 15, 2005 the Registrant had
                          ---------------
                  outstanding 2,495,151 shares of common stock

Transitional Small business Disclosure Format (Check one):  Yes [_]   No [X]


<PAGE>
<TABLE>
<CAPTION>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                                      INDEX
                                                                              Page
                                                                             Number
                                                                             ------
<S>                                                                         <C>
PART I - FINANCIAL INFORMATION

         Item 1:  Financial Statements

                  Consolidated Statements of Financial Condition
                  at June 30, 2005 and December 31, 2004 (Unaudited)           1

                  Consolidated Statements of Income and Comprehensive
                  Income for the Three and Six Months  Ended
                  June 30, 2005 and 2004 (Unaudited)                           2

                  Consolidated Statements of Cash Flows for the Six Months
                  Ended June 30, 2005 and 2004 (Unaudited)                     3

                  Notes to Consolidated Financial Statements                   4

         Item 2:  Management's Discussion and Analysis or
                  Plan of Operation                                            7 - 13

         Item 3:  Controls and Procedures                                      14

PART II - OTHER INFORMATION                                                    15

1. Legal Proceedings

2. Unregistered Sales of Equity Securities and Use of Proceeds

3. Defaults upon Senior Securities

4. Submission of Matters to a Vote of Securities Holders

5. Other Information

6. Exhibits

SIGNATURES                                                                     16

</TABLE>
<PAGE>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   June 30,       December 31,
ASSETS                                                               2005             2004
------                                                          ------------------------------
<S>                                                             <C>              <C>
Cash and amounts due from depository institutions               $   1,709,036    $   1,448,349
Interest earning deposits in other banks                              580,983        2,367,125
Federal Funds sold                                                  7,500,000        2,400,000
                                                                ------------------------------
    Cash and cash equivalents                                       9,790,019        6,215,474

Investment securities held to maturity                              8,281,079        9,187,082
Mortgage-backed securities held to maturity                        20,749,068       22,299,834
Loans receivable                                                   93,752,061       92,924,386
Premises and equipment                                                851.238          906,782
Federal Home Loan Bank of New York stock                            1,039,000          858,200
Interest receivable                                                   604,619          575,253
Other assets                                                        1,284,498        1,281,000
                                                                ------------------------------
    Total assets                                                $ 136,351,582    $ 134,248,011
                                                                ------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
------------
Deposits                                                        $ 114,920,691    $ 116,857,017
FHLB Advances                                                       3,600,000               --
Advance payments by borrowers for taxes and insurance                 407,014          341,473
Other Liabilities                                                   1,561,185        1,239,419
                                                                ------------------------------

    Total liabilities                                             120,488,890      118,437,909
                                                                ------------------------------
Stockholders' equity:
---------------------
Preferred stock $0.01 par value, 1,000,000 shares authorized;
     none issued and outstanding                                           --               --
Common stock $0.01 par value, 9,000,000 shares authorized;
     2,545,813 issued; and 2,495,151 and 2,282,375 shares              25,458           23,144
     outstanding, respectively
Additional paid in capital                                         10,204,654        7,805,233
Retained earnings substantially restricted                          6,818,847        9,030,255
Unearned employees' stock ownership plan ("ESOP") shares             (635,232)        (652,640)
Treasury stock - 50,662 shares and 32,000 shares respectively        (551,035)        (395,890)
                                                                ------------------------------
    Total stockholders' equity                                     15,862,692       15,810,102
                                                                ------------------------------

    Total liabilities and stockholders' equity                  $ 136,351,582    $ 134,248,011
                                                                ------------------------------
</TABLE>

See notes to consolidated financial statements.


                                       1
<PAGE>
<TABLE>
<CAPTION>
                                FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                                   (Unaudited)

                                                                         Three Months Ended          Six Months Ended
                                                                              June 30                    June 30
                                                                       -----------------------   -----------------------
                                                                          2005         2004          2005        2004
                                                                       -----------------------   -----------------------
<S>                                                                    <C>          <C>          <C>          <C>
Interest income
   Loans                                                               $1,461,348   $1,366,441   $2,893,705   $2,757,258
   Mortgage-backed securities                                             284,027      154,205      571,252      230,813
   Investments                                                            109,620      146,630      216,636      290,059
   Other interest earning assets                                           41,266       44,865       64,816      105,001
                                                                       -----------------------   -----------------------
          Total interest income                                         1,896,261    1,712,141    3,746,409    3,383,131
                                                                       -----------------------   -----------------------

Interest expense on deposits                                              495,831      456,007      957,248      915,732
Interest expense on FHLB advances                                          25,278           --       25,278           --
                                                                       -----------------------   -----------------------
          Total interest expense                                          521,109      456,007      982,526      915,732
                                                                       -----------------------   -----------------------

Net interest income                                                     1,375,152    1,256,134    2,763,883    2,467,399
Provision for loan losses                                                   4,304           --       10,887           --
                                                                       -----------------------   -----------------------
          Net interest income after provision for loan losses           1,370,848    1,256,134    2,752,996    2,467,399
                                                                       -----------------------   -----------------------

Non-interest income:
   Fees and service charges                                                48,885       48,256       96,525      106,751
   Miscellaneous                                                            1,488        6,913        8,344       13,382
                                                                       -----------------------   -----------------------
          Total non-interest income                                        50,373       55,169      104,869      120,133
                                                                       -----------------------   -----------------------

Non-interest expenses:
   Salaries and employee benefits                                         763,184      712,954    1,528,224    1,431,696
   Net occupancy expense of premises                                      129,327      121,932      251,497      246,128
   Equipment                                                              131,126      140,940      257,599      284,063
   Directors' fees                                                         42,878       37,536       87,138       67,222
   Legal fees                                                               8,500       33,158       30,383       39,530
   Audit and accounting fees                                               26,000       25,851       50,500       46,452
   Advertising                                                              6,945        6,942       13,981       15,577
   Federal insurance premium                                                4,544        5,088        9,202       13,908
   Other insurance premium                                                 46,022       42,749       91,866       86,787
   Miscellaneous                                                          112,689      113,272      203,672      221,294
                                                                       -----------------------   -----------------------
        Total non-interest expenses                                     1,271,215    1,240,422    2,524,062    2,452,657
                                                                       -----------------------   -----------------------

Income before income taxes                                                150,006       70,881      333,803      134,875
Income taxes                                                               64,123       34,659      145,037       64,782
                                                                       -----------------------   -----------------------
Net income and comprehensive income                                    $   85,883   $   36,222   $  188,766   $   70,093
                                                                       =======================   =======================

Net income per common share - Basic and diluted                        $     0.04   $     0.02   $     0.08   $     0.03
Weighted average number of shares outstanding - Basic and diluted       2,396,121    2,229,909    2,311,198    2,229,363

</TABLE>

See notes to consolidated financial statements.

                                                          2
<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Six months ended June 30
                                                              ----------------------------
                                                                  2005            2004
                                                              ----------------------------

<S>                                                           <C>             <C>
Cash flow from operating activities:
  Net income                                                  $    188,766    $     70,093
  Adjustments to reconcile net income to net cash
  provided by operating
activities:
     Depreciation and amortization of premises and
        equipment                                                   55,544          74,744
     Net amortization of premiums, discount and
        deferred loan fees and cost                                (77,266)        (28,520)
     Provision for loan losses                                       9,743              --
     (Increase) in accrued interest receivable                     (29,366)        (24,225)
     (Increase) decrease in other assets                            (3,498)        225,776
     Increase in other liabilities                                 321,766         260,932
     ESOP Shares committed to be released                           22,649          24,919
                                                              ----------------------------
        Net cash provided by operating activities                  488,338         603,719
                                                              ----------------------------

Cash flow from investing activities:
     Proceeds from calls and maturities of investment
        securities held to maturity                                911,428       5,038,289
     Purchases of investment securities held to maturity                --      (4,000,000)
     Principal repayment on mortgage-backed securities
        held to maturity                                         2,701,322         650,002
     Purchases of mortgage-backed securities
        held to maturity                                        (1,104,099)    (11,686,387)
     Purchases of loan participation interest                   (1,600,000)       (358,892)
     Net change in loans receivable                                787,966          23,638
     Additions to premises and equipment                                --         (40,968)
     Purchase of FHLBNY stock                                     (180,800)        (31,000)
                                                              ----------------------------
        Net cash provided by (used in) investing activities      1,515,817     (10,405,318)
                                                              ----------------------------

Cash flow from financing activities:
     Net  (decrease) in deposits                                (1,936,326)     (2,533,608)
     Increase in borrowings                                      3,600,000              --
     Increase  in advance payments by borrowers
         for taxes and insurance                                    65,541          90,145
     Cash dividend paid to stockholders                             (3,680)             --
     Purchase of Treasury Stock                                   (155,145)             --
                                                              ----------------------------
        Net cash provided by (used in) financing activities      1,570,390      (2,443,463)
                                                              ----------------------------

Net increase (decrease) in cash and cash equivalents             3,574,545     (12,245,062)
Cash and cash equivalents - beginning                            6,215,474      29,259,705
                                                              ----------------------------

Cash and cash equivalents - ending                            $  9,790,019    $ 17,014,643
                                                              ============================

Supplemental disclosure of cash flow information
  Cash paid during the year for:
     Interest                                                 $    982,526    $    915,731
                                                              ----------------------------

     Income taxes                                             $    145,037    $     64,327
                                                              ----------------------------
</TABLE>

See notes to consolidated financial statements.


                                       3
<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

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-QSB 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 and six months ended June
30, 2005,  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 three and
six  months  ended June 30,  2005 by the  weighted  average  number of shares of
common stock outstanding  adjusted for unearned shares of the ESOP.  Diluted net
income per common share did not differ from basic net income per common share as
there were no contracts or  securities  exercisable  or which could be converted
into  common  stock.  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 treasury stock method.

NOTE 4. CRITICAL ACCOUNTING POLICIES
------------------------------------

We consider 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.  Since
there has been no material shift in loan  portfolio,  the level of the allowance
for loan  losses has  changed  primarily  due to changes in the size of the loan
portfolio and the level of nonperforming  loans. We have 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 we believe that we use 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  reviews our
allowance for loan losses. Such agencies may require us to recognize adjustments
to the allowance based on its judgments about information available to it at the
time of their examinations.


                                       4
<PAGE>

NOTE 5. STOCK-BASED COMPENSATION PLANS
--------------------------------------

The Company,  under a plan  approved by the  stockholders  in 2004,  has granted
stock  options to  employees  and outside  directors.  The Company  accounts for
options granted using the intrinsic value method,  in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related  interpretations.  No  compensation  expense has been  reflected  in net
income for the options  granted as all such grants have an exercise  price equal
to the market price of the underlying  stock at the date of grant. The following
table  provided  information  as to net income and  earnings per share as if the
Company  had applied  the fair value  recognition  provisions  of  statement  of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation", as amended to all option grants.

<TABLE>
<CAPTION>
                                                       Three months ended   Six months ended
                                                       -------------------------------------
                                                        June 30, 2005          June 30, 2005
                                                       -------------------------------------
<S>                                                    <C>                     <C>
Net income as reported                                 $      85,882           $     188,766

REMOVE:  Total stock-based compensation
       expense, net of income taxes, included in
       net income                                                 --                      --

INCLUDE:  Total stock-based compensation
       expense, net of income taxes, that would
       have been included in the determination of
       net income if the fair value method had
       applied to all grants                                 (17,375)                (34,750)
                                                       -------------------------------------
                Pro forma net income                   $      68,507           $     154,016
                                                       -------------------------------------

Net income per common share, as reported:
     Basic                                             $        0.04           $        0.08
     Diluted                                           $        0.04           $        0.08

Pro forma net income per common share:
     Basic                                             $        0.03           $        0.07
     Diluted                                           $        0.03           $        0.07

</TABLE>

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement No. 123 (revised),  "share-based Payment". Statement No. 123 (revised)
replaces  Statement No. 123 and supersedes APB Opinion No. 25. Statement No. 123
(revised)   requires   compensation   costs   related  to  share  based  payment
transactions  to be recognized in the financial  statements over the period that
an employee  provides  service in exchange for the award.  Public  companies are
required to adopt the new standard using a modified  prospective  method and may
elect to restate prior periods using the modified  retrospective  method.  Under
the modified  prospective method,  companies are required to record compensation
cost for new and modified  awards over the related vesting period of such awards
prospectively  and  record  compensation  cost  prospectively  for the  unvested
portion at the date of adoption,  of previously  issued and  outstanding  awards
over the  remaining  vesting  period of such awards.  No change to prior periods
presented is permitted under the modified prospective method. Under the modified
retrospective  method,  companies  record  compensation  costs for prior periods
retroactively  through  restatement  of such  periods  using the exact pro forma
amounts disclosed in the companies'  footnotes.  Also, in the period of adoption
and after,  companies record compensation cost based on the modified prospective
method.

On April 14, 2005, the Securities and Exchange  Commission ("SEC") adopted a new
rule that amends the compliance dates for Statement No. 123 (revised). Under the
new rule,  the Company is required to adopt  Statement  No. 123 (revised) in the
first  annual  period  beginning  after June 15,  2005.  The Company has not yet


                                       5
<PAGE>

determined  the method of adoption or the effect of adopting  Statement  No. 123
(revised), and it has not determined whether the adoption will result in amounts
that are similar to the current pro forma disclosures under Statement No. 123.

Early  application  of  Statement  No.  123  (revised)  is  encouraged,  but not
required.

NOTE 6. RETIREMENT PLANS - COMPONENTS OF NET PERIODIC PENSION COST
------------------------------------------------------------------

Periodic pension expense was as follows:

<TABLE>
<CAPTION>
                                                 Three Months Ended         Six Months Ended
                                               ----------------------    ----------------------
                                                      June 30                    June 30
                                               ----------------------    ----------------------
                                                  2005        2004          2005         2004
                                               ----------------------    ----------------------
<S>                                            <C>          <C>          <C>          <C>
Service Cost                                   $  42,962    $  51,092    $  85,924    $ 102,184
Interest Cost
                                                  56,549       46,880      113,098       93,760
Expected return on assets                        (43,364)     (36,520)     (86,727)     (73,040)
Amortization of past service cost                 (2,750)      (2,750)      (5,500)      (5,500)
Amortization of unrecognized net (gain) loss
                                                  18,400       15,399       36,800       30,790
                                               ----------------------    ----------------------
     Net periodic benefit cost
                                               $  71,797    $  74,101    $ 143,595    $ 148,194
                                               ----------------------    ----------------------
</TABLE>

NOTE 7. RECENT ACCOUNTING PRONOUNCEMENTS
----------------------------------------

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement No. 123(R),  "Share-Based  Payment" ("SFAS No. 123R"). SFAS No. 123(R)
revised  Statement  No. 123,  "Accounting  for  Stock-Based  Compensation",  and
supersedes  APB Opinion No. 25,  "Accounting  for Stock Issued to Employees" and
its  related  implementation   guidance.   Statement  No.  123(R)  will  require
compensation costs related to share-based payment  transactions to be recognized
in  the  financial   statements  (with  limited   exceptions).   The  amount  of
compensation  cost will be measured  based on the  grant-date  fair value of the
equity or liability  instruments  issued.  Compensation costs will be recognized
over the period that an employee provides service in exchange for the award.

SFAS No. 123R was  (originally)  effective for public companies that do not file
as small  business  issuers as of the  beginning of the first  interim or annual
reporting  period that begins after June 15, 2005.  However,  on April 14, 2005,
the Securities and Exchange  Commission ("SEC") amended the compliance dates for
SFAS No.  123R.  Under the new rule,  the  Company is required to adopt SFAS No.
123R  at the  beginning  of its  next  fiscal  year.  The  Company  has  not yet
determined  the method of adoption or the effect of adopting SFAS No. 123R,  and
it has not  determined  whether the  adoption  will  result in amounts  that are
similar to the current pro forma disclosures under FASB Statement No. 123.


                                       6
<PAGE>

                                     ITEM 2
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            ---------------------------------------------------------

Forward-Looking Statement

This Form 10-QSB 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 June 30, 2005 and December 31, 2004

The Company's  assets  increased $2.1 million,  or 1.6%, to $136.4 million as of
June  30,  2005  from  $134.2  million  at  December  31,  2004.  Cash  and cash
equivalents  increased $3.6 million,  or 57.5%, to $9.8 million at June 30, 2005
from $6.2 million at December 31, 2004. Loans receivable increased $828,000,  or
0.9%, to $93.8 million as of June 30, 2005 from $92.9 million as of December 31,
2004.  Mortgage-backed  securities  decreased  $1.6  million,  or 7.0%, to $20.7
million  as of June 30,  2005  from  $22.3  million  as of  December  31,  2004.
Investment  securities  decreased $906,000,  or 9.9%, to $8.3 million as of June
30, 2005 from $9.2 million as of December 31, 2004.

Total deposits  decreased  $1.9 million,  or 1.7%, to $114.9 million at June 30,
2005 from $116.9 million at December 31, 2004.

Total  stockholders'  equity  increased  $53,000 to $15.9 million as of June 30,
2005 from $15.8 million as of December 31, 2004.

In May 2005,  the  Association  borrowed $3.6 million from the Federal Home Loan
Bank of NY and  invested  the  borrowings  in  loans  receivable  consisting  of
residential,  commercial and mixed-use  properties.  However, due to prepayments
and amortizations in loans receivable,  the Association  recorded a net increase
of  $828,000.  Similarly,   prepayments  and  amortizations  in  mortgage-backed
securities  resulted in a net decrease of $1.6 million.  Calls and repayments in
investment  securities  resulted in the net decrease of $906,000.  The inflow of
cash from prepayments and amortizations  from loans receivable,  mortgage-backed
securities  and calls and  repayments in investment  securities  caused cash and
cash equivalents to increase by $3.6 million.

The Company  adopted a Stock-Based  Incentive  Plan (the "Plan") on November 19,
2004  following the approval of the  stockholders.  The Plan  authorized  46,056
shares of  restricted  stock to be  distributed  to Directors and Officers as an
incentive to share in the growth and  performance of the Company.  The number of
authorized  shares was adjusted to 50,662 to reflect the 10% stock dividend paid
on April 25, 2005. As of June 30, 2005, all such shares have been acquired.

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. 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 June 30, 2005, no such
shares were acquired.


                                       7
<PAGE>

Comparison  of  Operating  Results for the Three  Months Ended June 30, 2005 and
June 30, 2004

      General.  Net income  increased  $50,000,  or 138.9%,  to $86,000  for the
quarter  ended June 30, 2005 from  $36,000 for the quarter  ended June 30, 2004.
The  increase in earnings  for the quarter was  primarily  due to an increase of
$184,000  in  interest  income  offset  in  part  by a  decrease  of  $5,000  in
non-interest  income and  increases  of $65,000 in interest  expense,  $4,000 in
provision for loan loss,  $31,000 in non-interest  expense and $29,000 in income
taxes.

      Interest  Income.  Interest income increased  $184,000,  or 10.7%, to $1.9
million  for the quarter  ended June 30, 2005 from $1.7  million for the quarter
ended June 30, 2004.  We attribute  the increase in interest  income to a higher
average yield on  interest-earning  assets.  For the three months ended June 30,
2005, the average balance of $131.4 million in interest-earning assets earned an
average yield of 5.77% compared to 5.06% on an average balance of $135.5 million
for the  three  months  ended  June  30,  2004.  As long  term  rates  improved,
management  reinvested  assets from investment  securities and short-term liquid
investments  to  longer  term,   higher   yielding  loans  and   mortgage-backed
securities.

      Interest income on loans increased  $95,000,  or 7.0%, to $1.5 million for
the quarter  ended June 30, 2005 from $1.4 million for the same quarter in 2004.
The average  balance of loans  increased  $3.8 million to $94.4  million for the
quarter  ended June 30, 2005 from $90.5  million for the quarter  ended June 30,
2004.  The average yield on loans  increased by 15 basis points to 6.19% for the
quarter ended June 30, 2005 from 6.04% for the same period in 2004.

      Interest  income on  mortgage-backed  securities  increased  $130,000,  or
84.4%,  to $284,000  for the quarter  ended June 30, 2005 from  $154,000 for the
quarter ended June 30, 2004. The average balance of  mortgage-backed  securities
increased $7.8 million to $21.2 million for the quarter ended June 30, 2005 from
$13.3  million  for the  quarter  ended  June 30,  2004.  The  average  yield on
mortgage-backed securities increased by 75 basis points to 5.37% for the quarter
ended June 30, 2005 from 4.62% for the same quarter in 2004.

      Interest income on investment  securities  decreased $37,000, or 25.2%, to
$110,000 for the quarter ended June 30, 2005 from $147,000 for the quarter ended
June 30, 2004. As a partial offset,  the average yield on investment  securities
increased by 45 basis  points to 4.64% for the quarter  ended June 30, 2005 from
4.19% for the quarter ended June 30, 2004.

      Interest   income   on   other    interest-earning    assets,    primarily
interest-earning  deposits and federal funds sold, decreased $4,000, or 8.9%, to
$41,000 for the quarter  ended June 30, 2005 from $45,000 for the quarter  ended
June 30, 2004. The decrease  resulted  primarily from a lower average balance of
$6.3  million  for the quarter  ended June 30,  2005 from $17.6  million for the
quarter ended June 30, 2004, a decrease of $11.3 million.  As a partial  offset,
the average yield in other earning assets increased by 158 basis points to 2.60%
for the quarter  ended June 30,  2005 from 1.02% for the quarter  ended June 30,
2004.

      Interest Expense. Total interest expense, comprised of interest expense on
deposits and interest expense on FHLB advances,  increased $65,000, or 14.3%, to
$521,000 for the quarter ended June 30, 2005 from $456,000 for the quarter ended
June 30, 2004. The average cost of interest-bearing  liabilities increased by 28
basis  points to 1.84% for the  quarter  ended June 30,  2005 from 1.56% for the
quarter  ended  June 30,  2004.  As a partial  offset,  the  average  balance of
interest-bearing  liabilities  decreased  $4.0 million to $113.4 million for the
quarter  ended June 30, 2005 from $117.4  million for the quarter ended June 30,
2004.

      Interest expense on deposits increased  $40,000,  or 8.8%, to $496,000 for
the quarter  ended June 30, 2005 from  $456,000  for the quarter  ended June 30,
2004. The average cost of interest-bearing deposits increased by 23 basis points
to 1.79% for the quarter  ended June 30,  2005 from 1.56% for the quarter  ended
June 30,  2004,  reflecting  the upward  trend of  interest  rates on  deposits.
However, the average balance of interest-bearing deposits decreased $6.4 million
to $111.0  million for the quarter  ended June 30, 2005 from $117.4  million for
the quarter ended June 30, 2004.


                                       8
<PAGE>

      Interest  expense on FHLB  advances was $25,000 for the quarter ended June
30, 2005. The average  balance of FHLB advances was $2.4 million with an average
cost of 4.17%. There were no FHLB advances for the quarter ended June 30, 2004.

      Net Interest Income. Net interest income increased  $119,000,  or 9.5%, to
$1.4 million for the quarter  ended June 30, 2005 from $1.3 million for the same
quarter in 2004. Our interest rate spread  increased by 44 basis points to 3.94%
for the quarter  ended June 30,  2005 from 3.50% for the quarter  ended June 30,
2004. Our interest margin  increased by 48 basis points to 4.19% for the quarter
ended June 30, 2005 from 3.71% for the quarter ended June 30, 2004.

      Provision for Loan Losses. We establish  provisions for loan losses, which
are 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  our
evaluation of these factors, management did not record a provision for the three
months  ended June 30,  2004,  but  recorded a provision of $4,000 for the three
months ended June 30, 2005. The level of the allowance at June 30, 2005 is based
on estimates, and the ultimate losses may vary from the estimates.

      Non-Interest  Income.  Non-interest  income decreased  $5,000, or 9.1%, to
$50,000 for the quarter  ended June 30, 2005 from $55,000 for the quarter  ended
June 30, 2004.  The decline was caused by the $6,000  decrease in  miscellaneous
income  partially  offset by a $1,000 increase in fees and service  charges.  We
experienced  diminished  activity  in fee  generating  transactions  during  the
quarter ended June 30, 2005.

      Non-Interest Expense.  Non-interest expense increased $31,000, or 2.5%, to
$1.3  million  for the  quarter  ended June 30,  2005 from $1.2  million for the
quarter ended June 30, 2004. The increase in  non-interest  expense is primarily
attributable to increases to salaries and employee benefits,  occupancy expense,
directors'  compensation  and  other  insurance  premium,  partially  offset  by
decreases in equipment expense and legal fees.

      Income Tax Expense.  The provision for income taxes  increased  $29,000 to
$64,000 for the quarter ended June 30, 2005 from $35,000 for the same quarter in
2004.  The  increase in income tax expense is due to our higher  level of income
before  taxes of $150,000  for the quarter  ended June 30,  2005  compared  with
$71,000 for the quarter ended June 30, 2004.

Comparison of Operating  Results for the Six Months Ended June 30, 2005 and June
30, 2004

      General. Net income increased $119,000, or 170.0%, to $189,000 for the six
months  ended June 30, 2005 from $70,000 for the six months ended June 30, 2004.
The  increase  in  earnings  was  primarily  due to an  increase  of $363,000 in
interest income offset in part by a decrease of $15,000 in  non-interest  income
and  increases of $66,000 in interest  expense,  $11,000 in  provision  for loan
loss, $72,000 in non-interest expense and $80,000 in income taxes.

      Interest  Income.  Interest income increased  $363,000,  or 10.8%, to $3.7
million  for six months  ended June 30,  2005 from $3.4  million  for six months
ended June 30, 2004. The average yield on  interest-earning  assets increased by
74 basis  points to 5.73% for six months  ended June 30, 2005 from 4.99% for the
same  period  in  2004.   As  a  partial   offset,   the   average   balance  of
interest-earning  assets decreased $4.9 million to $130.8 million for six months
ended June 30, 2005 from $135.7 million for six months ended June 30, 2004.

      Interest income on loans increased $137,000,  or 5.0%, to $2.9 million for
six months  ended June 30, 2005 from $2.8  million for six months ended June 30,
2004. The average  balance of loans  increased $4.8 million to $94.5 million for
six months ended June 30, 2005 from $89.7  million for six months ended June 30,
2004.  The average  yield on loans  decreased  by 1 basis point to 6.13% for six
months ended June 30, 2005 from 6.14% for six months ended June 30, 2004.


                                       9
<PAGE>

      Interest  income on  mortgage-backed  securities  increased  $340,000,  or
147.2%,  to $571,000  for six months  ended June 30, 2005 from  $231,000 for six
months ended June 30, 2004. The average  balance of  mortgage-backed  securities
increased $11.9 million to $21.2 million for six months ended June 30, 2005 from
$9.3  million  for six  months  ended  June  30,  2004.  The  average  yield  on
mortgage-backed  securities  increased  by 44 basis  points to 5.38%  from 4.94%
during the comparative periods.

      Interest income on investment  securities  decreased $73,000, or 25.2%, to
$217,000 for six months  ended June 30, 2005 from  $290,000 for six months ended
June 30, 2004.  The average  balance of  investment  securities  decreased  $4.2
million to $9.7  million for six months  ended June 30, 2005 from $13.9  million
for the same period in 2004. As a partial offset, the average yield increased by
32 basis  points to 4.49% for six months  ended June 30, 2005 from 4.17% for six
months ended June 30, 2004.

      Interest income on other interest-earning assets,  consisting primarily of
interest-earning  deposits and federal funds sold,  decreased $40,000, or 38.1%,
to $65,000 for six months ended June 30, 2005 from $105,000 for six months ended
June 30, 2004. The average balance of other  interest-earning  assets  decreased
$17.3  million to $5.4  million  for six months  ended June 30,  2005 from $22.7
million for the  comparable  period in 2004.  As a partial  offset,  the average
yield  increased by 150 basis points to 2.42% for six months ended June 30, 2005
from 0.92% for six months ended June 30, 2004.

      Interest Expense. Total interest expense, comprised of interest expense on
deposits and interest  expense on FHLB advances,  increased  $66,000,or 7.2%, to
$982,000 for six months  ended June 30, 2005 from  $916,000 for six months ended
June 30, 2004. The average cost of interest-bearing  liabilities increased by 20
basis points to 1.75% for six months ended June 30, 2005 from 1.55% for the same
period in 2004. As a partial  offset,  the average  balance of  interest-bearing
liabilities  decreased  $5.7 million to $112.6 million for six months ended June
30, 2005 from $118.3 million for six months ended June 30, 2004.

      Interest expense on deposits increased  $41,000,  or 4.5%, to $957,000 for
six months ended June 30, 2005 from $916,000 for six months ended June 30, 2004.
The average cost of  interest-bearing  deposits  increased by 17 basis points to
1.72% from 1.55% during the comparative periods. However, the average balance of
interest-bearing  deposits  decreased  $6.9  million to $111.4  million  for six
months ended June 30, 2005 from $118.3 million for the six months ended June 30,
2004.

      Interest  expense on FHLB  advances  was $25,000 for the six months  ended
June 30,  2005.  The average  balance of FHLB  advances was $1.2 million with an
average cost of 4.17%. There were no FHLB advances for the six months ended June
30, 2004.

      Net Interest Income. Net interest income increased $297,000,  or 12.0%, to
$2.8  million for the six months  ended June 30, 2005 from $2.5  million for the
six months ended June 30, 2004.  Our interest rate spread  increased by 55 basis
points to 3.98% for the six months  ended  June 30,  2005 from 3.43% for the six
months ended June 30, 2004. Our interest margin  increased by 60 basis points to
4.23% for six  months  ended June 30,  2005 from 3.63% for the six months  ended
June 30, 2004.

      Provision for Loan Losses. We establish  provisions for loan losses, which
are 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  our
evaluation of these  factors,  management did not record a provision for the six
months  ended June 30,  2004,  but  recorded a provision  of $11,000 for the six
months ended June 30, 2005. The level of the allowance at June 30, 2005 is based
on estimates, and the ultimate losses may vary from the estimates.

      Non-Interest  Income.  Non-interest income decreased by $15,000, or 12.5%,
to $105,000  for the six months  ended June 30, 2005 from  $120,000  for the six
months  ended June 30,  2004.  The decline was caused by decreases of $10,000 in


                                       10
<PAGE>

fees and  service  charges  and $5,000 in  miscellaneous  fees.  We  experienced
diminished  activity in fee-generating  transactions during the six months ended
June 30, 2005.

      Non-Interest Expense.  Non-interest expense increased $71,000, or 2.9%, to
$2.5  million for the six months  ended June 30, 2005 from $2.4  million for the
same period in 2004. The increase in  non-interest  expense is  attributable  to
increases in salaries  and  employee  benefits,  occupancy  expense,  directors'
compensation,  audit and accounting fees and other insurance premium,  partially
offset by decreases  in  equipment  expense,  legal fees,  advertising,  federal
insurance premium and miscellaneous expense.

      Income Tax Expense.  The provision for income taxes  increased  $80,000 to
$145,000  for the six months ended June 30, 2005 from $65,000 for the six months
ended June 30, 2004. the increase in income tax expense  reflects an increase in
income  before  taxes to  $334,000  for the six months  ended June 30, 2005 from
$135,000 for six months ended June 30, 2004.


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
8.84%  during the month of June 2005.  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,  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 $93.8
million and $92.9 million at June 30, 2005 and December 31, 2004,  respectively.
Mortgage-backed and investment securities held to maturity totaled $29.0 million
and $31.5  million at June 30, 2005 and  December  31,  2004,  respectively.  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,
maturities of investment securities and advances from FHLB.

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 Federal Home Loan Bank of New York ("FHLB") which provide an additional
source of funds. At June 30, 2005, our FHLB borrowings totaled $3.6 million.

The Association anticipates that it will have sufficient funds available to meet
its current loan commitments and obligations.  At June 30, 2005, the Association
had  outstanding  commitments  to originate or purchase  loans of $7.9  million.
Certificates  of  deposit  scheduled  to  mature in one year or less at June 30,
2005, totaled $35.5 million. Management believes that, based upon its experience
and the Bank'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.


                                       11
<PAGE>

The  following  table  sets forth the  Association's  capital  position  at June
30,2005, as compared to the minimum regulatory capital requirements:

<TABLE>
<CAPTION>
                                                            Minimal Capital      Under Prompt corrective
                                       Actual                Requirements          Actions Prospective
                                -------------------------------------------------------------------------
                                Amount         Ratio       Amount       Ratio       Amount       Ratio
                                ------         -----       ------       -----       ------       -----
                                (Dollars in Thousands)
<S>                              <C>           <C>        <C>            <C>       <C>           <C>
Total Capital                    $15,003       23.9%      $ 5,014        8.0%      $ 6,268       10.0%
(to risk-weighted assets

Tier Capital                      14,850       23.7%           --         --         3,761        6.0%
(to risk-weighted assets

Core(Tier 1) Capital              14,933       11.0%        5,455        4.0%        6,819        5.0%
(to adjusted total assets

Tangible Capital                  14,933       11.0%        2,046        1.5%           --         --
(to adjusted total assets

</TABLE>

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.


                                       12
<PAGE>

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  March  31,  2005,  the  most  recent  date  the
Association's NPV was calculated by the OTS.

<TABLE>
<CAPTION>
                                                        Net Portfolio Value as a
                                                        Percentage of Present Value of
                  Net Portfolio Value                   Assets
Change in         -----------------------------------   ------------------------------
Interest Rates    Estimated   Amount of    Percent of                Change in Basis
(basis points)    NPV         Change       Change       NPV Ratio    Points
--------------    --------    ---------    ----------   ---------    -----------------
                  (Dollars in Thousands)
<S>               <C>         <C>          <C>           <C>          <C>
+300              $ 11,473    $(10,505)    (48%)         8.92%       -665 basis points
+200                15,244      (6,733)    (31%)        11.46%       -411 basis points
+100                18,676      (3,302)    (15%)        13.61%       -195 basis points
   0                21,978          --      --          15.56%                      --
-100                24,119       2,141      10%         16.73%       +116 basis points

</TABLE>

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 our
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
our 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.


                                       13
<PAGE>

                                     ITEM 3
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                             CONTROLS AND PROCEDURES
                             -----------------------

As of the end of the period  covered by this report,  based on an  evaluation of
the Company's  disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934),  each of the Chief
Executive  Officer and the Chief Financial  Officer of the Company has concluded
that the Company's  disclosure  controls and  procedures are effective to ensure
that  information  required to be  disclosed  by the Company in its Exchange Act
reports is recorded,  processed,  summarized and reported  within the applicable
time periods specified by the SEC's rules and forms.

There were no significant  changes in the Company's  internal controls or in any
other factors which could significantly  affect those controls subsequent to the
date of the most recent evaluation of the June 30, 2005 internal controls by the
Company,  including  any  corrective  actions  with  regard  to any  significant
deficiencies or material weaknesses.


                                       14
<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


ITEM 1. Legal Proceedings
        -----------------

        We are 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 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. 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 June 30, 2005, no such shares were
        acquired.

ITEM 3. Defaults Upon Senior Securities
        -------------------------------

        Not applicable.

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

        At the  Company's  Annual  Meeting held on April 28, 2005,  stockholders
        considered and voted on the following:

                1.  The election of directors:        FOR         WITHHOLD
                                                      ---         --------
                        Jesus R. Adia              2,042,661       13,579
                        Alfred S. Pantaleone       2,040,699       15,541
                        Anthony V. Rumolo          2,028,561       27,679

                2.  The  ratification of the appointment of Beard Miller Company
                    LLP, successor to Radics & Co., LLC, as independent auditors
                    of the Company:

                                                      FOR      AGAINST   ABSTAIN
                                                      ---      -------   -------
                                                   2,037,387    10,815    7,938

ITEM 5. Other Information
        -----------------

        None

ITEM 6. Exhibits
        --------

        The following Exhibits are filed as part of this report.

               11.0 Computation of earnings per share
               31.1 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).


                                       15
<PAGE>

                                   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: August 15, 2005                       By:  /s/ Anthony J. Monteverdi
      ---------------                            -------------------------
                                                 Anthony J. Monteverdi
                                                 Chairman, President and
                                                 Chief Executive Officer




Date: August 15, 2005                       By:  /s/ John S. Lotardo
      ---------------                            -------------------------
                                                 John S. Lotardo
                                                 Senior Vice President and
                                                 Chief Financial Officer



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