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



                                   FORM 10-QSB
(Mark One)


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

For the quarterly period ended                 September 30, 2003
                                  ----------------------------------------------

                                       OR

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

For the transition period from                   To
                                 -------------         ----------------


                        Commission File Number 333-106557


                          FLATBUSH FEDERAL BANCORP, INC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



FEDERAL                                                        11-3700733
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                         Identification Number)

2146 Nostrand Avenue, Brooklyn,  New York                          11210
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

                                  718-859-6800
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



      Indicate by check X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 No X

      The number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

      As of September 30, 2003 the Registrant had outstanding -0- shares
       of common stock

      Transitional Small Business Disclosure format    Yes [   ]    No  [    ]




<PAGE>


            FLATBUSH FEDERAL SAVINGS AND LOAN ASSOCIATION OF BROOKLYN

                                      INDEX

                                                                        Page
PART I - FINANCIAL INFORMATION                                         Number
                                                                   -------------

Item 1:  Financial Statements

    Consolidated Statements of Financial Condition
      at September 30, 2003 and December 31, 2002 (Unaudited)               1


    Consolidated Statements of Income for the Three Months and
      Nine Months Ended September 30, 2003 and 2002 (Unaudited)             2


    Consolidated Statements of Comprehensive Income for the Three Months
      and Nine Months Ended September 30, 2003 and 2002 (Unaudited)         3


    Consolidated Statements of Cash Flows for the
      Nine Months Ended September 30, 2003 and 2002 (Unaudited)         4 - 5


    Notes to Consolidated Financial Statements                          6 - 7


Item 2:  Management's Discussion and Analysis of
          Financial Condition and Results of Operations                8 - 14

Item 3:  Quantitative and Qualitative Disclosure About Market Risk    15 - 16

Item 4:  Controls and Procedures                                           17

PART II - OTHER INFORMATION                                                18


SIGNATURES                                                                 19



<PAGE>


                                     PART I
                                     ITEM 1
                        CONSOLIDATED FINANCIAL STATEMENTS
                         FLATBUSH FEDERAL BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                               September 30,        December 31,
ASSETS                                                                             2003                 2002
                                                                             ------------------   ------------------

<S>                                                                                <C>                  <C>
Cash and amounts due from depository institutions                                  $ 2,939,227          $ 3,895,516
Interest earning deposits in other banks                                             3,849,884            2,134,379
Term deposits                                                                       42,500,000                   -
Federal funds sold                                                                  20,000,000            6,200,000
                                                                                   -----------           ----------
      Cash and cash equivalents                                                     69,289,111           12,229,895
Securities available for sale                                                       49,985,000                   -
Investment securities held to maturity;                                             16,217,366           33,854,980
Mortgage-backed securities held to maturity                                          5,777,780            2,001,684
Loans receivable                                                                    86,791,221           90,275,839
Premises and equipment                                                                 983,815              941,248
Federal Home Loan Bank of New York stock                                               827,200              975,000
Interest receivable                                                                    496,655              508,878
Other assets                                                                         1,349,929              686,643
                                                                                   -----------           ----------
         Total assets                                                             $231,718,077         $141,474,167
                                                                                  ============         ============
LIABILITIES AND RETAINED EARNINGS

Liabilities:
      Deposits                                                                    $221,272,807         $131,337,582
      Advance payments by borrowers for taxes and insurance                            437,569              375,121
      Other liabilities                                                              1,597,284            1,390,494
                                                                                   -----------           ----------
         Total liabilities                                                         223,307,660          133,103,197
                                                                                   -----------           ----------
Retained earnings
      Retained earnings - substantially restricted                                   8,810,171            8,771,553
      Accumulated other comprehensive income                                          (399,754)            (400,583)
                                                                                   -----------           ----------
         Total stockholders' equity                                                  8,410,417            8,370,970
                                                                                   -----------           ----------
         Total liabilities and retained earnings                                  $231,718,077         $141,474,167
                                                                                  =============        ============
</TABLE>


See notes to consolidated financial statements.

                                      - 1 -


<PAGE>


                         FLATBUSH FEDERAL BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
 -------------------------------------------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Three Months Ended         Nine Months Ended
                                                           September 30,              September 30,
                                                      -------------------------  -------------------------
                                                         2003         2002          2003         2002
                                                      ------------ ------------  ------------ ------------
Interest income:
<S>                                                   <C>          <C>           <C>          <C>
     Loans                                            $ 1,383,355  $ 1,725,405   $ 4,363,201  $ 5,267,487
     Mortgage-backed securities                            47,824       37,308       104,187      126,382
     Investments                                           66,061       54,738       256,439      200,321
     Other interest earning assets                        114,054       90,753       278,768      235,861
                                                      -----------   ----------   -----------   ----------
           Total interest income                        1,611,294    1,908,204     5,002,595    5,830,051

Interest expense on deposits                              532,476      665,511     1,754,423    2,104,432
                                                      -----------   ----------   -----------   ----------
Net interest income                                     1,078,818    1,242,693     3,248,172    3,725,619
Provision for loan losses                                   6,636           76         8,109        1,904
                                                      -----------   ----------   -----------   ----------
Net interest income after provision for loan losses     1,072,182    1,242,617     3,240,063    3,723,715
                                                      -----------   ----------   -----------   ----------
Non-interest income:
     Fees and service charges                              63,761       72,175       192,224      192,714
     Gain on sale of loans                                   -            -            8,070          -
     Miscellaneous                                         10,003        8,593        27,317       24,196
                                                       -----------   ----------   -----------   ----------
           Total non-interest income                       73,764       80,768       227,611      216,910
                                                       -----------   ----------   -----------   ----------
Non-interest expenses:
     Salaries and employee benefits                       667,503      667,749     2,023,485    1,994,998
     Net occupancy expense of premises                    122,577      110,354       359,608      328,907
     Equipment                                            155,305      149,665       448,356      456,407
     Directors fees                                        17,000       19,250        67,000       69,000
     Legal fees                                               185       35,450         1,713       43,687
     Advertising                                           10,065        6,613        21,014       14,745
     Federal insurance premium                              5,501        5,211        16,568       15,828
     Other insurance premium                               41,062       38,043       121,299      113,400
     Miscellaneous                                         92,508       97,963       319,314      321,468
                                                      -----------   ----------   -----------   ----------
           Total non-interest expenses                  1,111,706    1,130,298     3,378,357    3,358,440
                                                      -----------   ----------   -----------   ----------
Income before income taxes                                 34,240      193,087        89,317      582,185
Income taxes                                               21,361       88,554        50,699      283,727
                                                      -----------   ----------   -----------   ----------
Net income                                              $  12,879    $ 104,533      $ 38,618    $ 298,458
                                                      ===========   ==========   ===========   ==========

</TABLE>

See notes to consolidated financial statements.

                                      - 2 -
<page>


                         FLATBUSH FEDERAL BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                         Three Months Ended         Nine Months Ended
                                                           September 30,              September 30,
                                                      -------------------------  -------------------------
                                                         2003         2002          2003         2002
                                                      ------------ ------------  ------------ ------------

<S>                                                     <C>         <C>            <C>         <C>
Net income                                              $ 12,879    $ 104,533      $ 38,618    $ 298,458
                                                        --------    ---------      --------    ---------
Other comprehensive income, net of income taxes:
     Gross unrealized holding gain on
       securities available for sale                        1,558       -              1,558       -
     Deferred income taxes                                   729        -               729        -
                                                        --------    ---------      --------    ---------
Other comprehensive  income                                  829        -               829        -
                                                        --------    ---------      --------    ---------
Comprehensive income                                    $ 13,708    $ 104,533      $ 39,447    $ 298,458
                                                        ========    =========      ========    =========

</TABLE>


See notes to consolidated financial statements.

                                      - 3 -


<page>

                         FLATBUSH FEDERAL BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                      Nine Months Ended
                                                                                                        September 30,
                                                                                             ------------------------------------
                                                                                                   2003               2002
                                                                                             -----------------  -----------------
Cash flows from operating activities:
<S>                                                                                                  <C>               <C>
     Net income                                                                                      $ 38,618          $ 298,458
     Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation of premises and equipment                                                        116,085            134,140
        Accretion of deferred fees, premiums and discounts, net                                      (138,162)           (52,787)
        Provision for loan losses                                                                       8,109              1,904
        Decrease in interest receivable                                                                12,223             70,464
        (Increase) decrease in other assets                                                          (664,015)           365,508
        Increase in other liabilities                                                                 206,790            451,672
                                                                                                    ----------       -----------
            Net cash (used in) provided by operating activities                                      (420,352)         1,269,359
Cash flows from investing activities:                                                              ----------        -----------
     Purchases of securities available for sale                                                   (49,978,580)          -
     Purchases of investment securities held to maturity                                          (14,479,914)       (11,246,362)
     Proceeds from calls of investment securities held to maturity                                 32,228,376          2,800,000
     Principal repayments on mortgage-backed securities held to maturity                              617,594            510,689
     Purchases of mortgage-backed securities held to maturity                                      (4,392,344)          -
     Net change in loans receivable                                                                 3,497,615          7,769,776
     Addition to premises and equipment                                                              (158,652)           (38,607)
     Purchase of Federal Home Loan Bank of New York stock                                             147,800             85,000
                                                                                                   ----------        -----------
            Net cash (used in) investing activities                                               (32,518,105)          (119,504)
Cash flows from financing activities:                                                              ----------        -----------
     Net increase in deposits                                                                       4,389,771          3,807,843
     Cash received for stock subscriptions                                                         85,545,454               -
     Net increase in payments by borrowers for taxes and insurance                                     62,448             93,297
                                                                                                   ----------        -----------
            Net cash provided by financing activities                                              89,997,673          3,901,140

Net increase in cash and cash equivalents                                                          57,059,216          5,050,995
Cash and cash equivalents - beginning                                                              12,229,895         18,572,527
                                                                                                   ----------        -----------
Cash and cash equivalents - ending                                                               $ 69,289,111       $ 23,623,522
                                                                                                  ===========        ===========
</TABLE>

See notes to consolidated financial statements.

                                      - 4 -
<page>


                         FLATBUSH FEDERAL BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                           September 30,
                                                                                ------------------------------------
                                                                                      2003               2002
                                                                                -----------------  -----------------

Cash paid during the period for:
<S>                                                                                   <C>                 <C>
     Income taxes                                                                     $ 165,961           $ 90,455
                                                                                     ==========         ==========
     Interest on deposits                                                            $1,752,183         $2,103,737
                                                                                     ==========         ==========

</TABLE>

See notes to consolidated financial statements.


                                      - 5 -


<PAGE>


                         FLATBUSH FEDERAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   BASIS OF PRESENTATION

Flatbush Federal Bancorp, Inc. ("The Company") is a Federal Corporation that was
formed on October 17, 2003 to serve as the  holding  company  parent of Flatbush
Federal  Savings  and Loan  Association  of  Brooklyn  ("The  Association").  At
September  30,  2003,  the  company  had no  assets,  liabilities  or results of
operations.  The company  began  operations  on October 20, 2003  following  the
completion of the  reorganization  of the  association  from the mutual to stock
form, with the concurrent formation of the Company. Also see Note 3.

Accordingly,  the accompanying  consolidation financial statements represent the
financial  condition of the  Association  and its subsidiary as of September 30,
2003 and December 31, 2002 and the results of operations  for the three and nine
months period ended September 30, 2003 and 2002.

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance with  instructions for Form 10-QSB and do not include  information or
footnotes necessary for a complete presentation of financial condition,  results
of operations, and cash flows in conformity with accounting principles generally
accepted in the United States of America. 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 nine month periods ended  September
30, 2003 and 2002,  are not  necessarily  indicative of the results which may be
expected for the entire fiscal year.

NOTE 2.   PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements of the Company include  accounts of the
Association  and  its  majority  owned   subsidiary,   Flatbush  REIT,  Inc.,  a
corporation  principally  engaged in investing in loans  secured by real estate.
All significant  inter-company accounts and transactions have been eliminated in
consolidation.

NOTE 3.   ADOPTION OF PLAN OF REORGANIZATION

On May 28, 2003, the Board of Directors of the Association  unanimously  adopted
the Plan of  Reorganization  from Mutual  Savings  Association to Mutual Holding
Company and Stock Issuance (the "Plan").  Pursuant to the Plan, the Association:
(i)  converted  to a stock  savings  Association  ("Stock  Association")  as the
successor  to the  Association  in its mutual  form;  (ii)  organized  the Stock
Holding  Company  as a  federally-chartered  corporation  that  owns 100% of the
common  stock of Stock  Association;  and (iii)  Organized  the  Mutual  Holding
Company as a  federally-chartered  mutual  holding  company  that own 53% of the
common  stock of the  Stock  Holding  Company.  The plan of  reorganization  was
approved by the Office of Thrift Supervision and by the Association's members at
a Special Meeting of Members held on October 3, 2003.




                                      - 6 -


<PAGE>


                         FLATBUSH FEDERAL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.   ADOPTION OF PLAN OF REORGANIZATION  (Cont'd.)
-------------------------------------------------------

On October 17, 2003 the company issued 2,314,375 shares of common stock of which
1,226,619  shares were issued to the Mutual Holding Company and 1,087,756 shares
of common  stock at $8 per share were sold to the public.  The Company  received
proceeds of $7.9 million, exclusive of estimated expenses of $800,000 and a loan
for the  purchase of shares to fund the  employee  stock  ownership  plan in the
amount of  $696,000.  The  Company  funded $6.9  million to acquire  100% of the
common stock of the Stock Association.

Reorganization  costs have been  deferred and deducted  from the proceeds of the
shares  sold  in  the   reorganization.   At  September  30,  2003  (unaudited),
approximately  $433,000 of reorganization  costs have been deferred and included
in other assets.

NOTE 4.   EARNINGS PER SHARE

No earnings  per share  information  is included  since the  reorganization  and
issuance of stock occurred subsequent to September 30, 2003.




















                                      - 7 -


<PAGE>


                                     ITEM 2
                         FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statement

This Form 10-QSB may include certain forward-looking statements based on current
management   expectations.   The  Association'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  Association,  changes  in
accounting principles,  policies or guidelines, and other economic, competitive,
governmental and technological  factors affecting the Association's  operations,
markets,  products,  services and prices.  Further  description of the risks and
uncertainties  to  the  business  are  included  in the  Company's  Registration
Statement filed with the Securities and Exchange Commission.

Comparison of Financial Condition at September 30, 2003 and December 31, 2002

The  Association's  assets at September 30, 2003 totaled $231.7  million,  which
represents an increase of $90.2 million or 63.7% as compared with $141.5 million
at December 31, 2002. The  substantial  increase in assets include  subscription
for the stock offering in the amount of $85.5 million of which $79.2 million was
refunded  on  October  20,  2003.   Excluding  the  amount   refunded  for  over
subscriptions assets increased by $11.1 million or 7.8%.

Cash and cash  equivalents  totaled $69.3 million and $12.2 million at September
30, 2003 and 2002, respectively.

Securities  available for sale of $50.0 million at September 30, 2003  represent
investment in U.S.  obligations  which matured on October 16, 2003 and were used
to partially  refund  over-subscriptions  in the stock  offering.  There were no
investments available for sale at December 31, 2002.

Investment  securities  held to maturity at September 30, 2003  decreased  $17.7
million or 52.2% to $16.2  million when  compared with $33.9 million at December
31, 2002. The decrease  during the nine months ended September 30, 2003 resulted
from calls and  maturities in the amount of $32.2 million  offset by purchase of
$14.5 million.

Mortgage-backed  securities held to maturities increased by $3.8 million to $5.8
million at  September  30, 2003 when  compared to $2.0  million at December  31,
2002. The increase  primarily  resulted from the purchase of $4.4 million offset
by principal repayments of $600,000.

Loans receivable amounted to $86.8 million at September 30, 2003, as compared to
$90.3 million at December 31, 2003,  which represents a decrease of $3.5 million
primarily due to principal repayments.

Deposits  at  September  30,  2003  increased  by $90 million or 68.5% to $221.3
million from $131.3  million at December 31, 2002. The deposits at September 30,
2003 include $85.5 million in cash received for subscription offering.

Retained earnings  increased by $39,000  representing net income for nine months
ended September 30, 2003.

                                      - 8 -

<page>

                         FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Comparison  of Operating  Results for the Three Months Ended  September 30, 2003
and September 30, 2002

General.  Net income  decreased by $92,000 to $13,000 for the three months ended
September 30, 2003, from $105,000 for the three months ended September 30, 2002.
The  decrease  in net  income  was due to a $164,000  decrease  in net  interest
income, a $7,000 decrease in non-interest  income, which was partially offset by
a $18,000  decrease in non-interest  expense and a decrease of $67,000 in income
tax expense.

Interest  Income.  Interest income  decreased  $297,000,  or 15.6% for the three
months ended  September 30, 2003 from the three months ended September 30, 2002.
The decrease in interest  income  reflects the change in the  composition of our
interest-earning  assets  to  lower  yielding,  but  more  liquid  cash and cash
equivalents, from loans, investment securities and mortgage-backed securities.

Interest income on loans decreased  $342,000,  or 16.4%, to $1.4 million for the
three  months  ended  September  30, 2003 from $1.7 million for the three months
ended September 30, 2002. The average yield on loans declined 86 basis points to
6.52% for the three  months  ended  September  30, 2003 from 7.38% for the three
months ended September 30, 2002, reflecting a decrease in market interest rates.
The  decrease  in  interest  income also  reflects  the  decrease in the average
balance of loans to $84.8 million for the three months ended  September 30, 2003
from $93.5 million for the three months ended September 30, 2002.

Interest income on investment securities increased $11,000, or 20.7%, to $66,000
for the three months ended  September 30, 2003 from $55,000 for the three months
ended  September  30,  2002.  The increase was due to an increase in the average
balance of  investment  securities  to $16.1  million for the three months ended
September 30, 2003 from $11.4  million for the three months ended  September 30,
2002,  which was  partially  offset by a 95 basis point  decrease in the average
yield to 0.96% for the three months ended  September 30, 2003 from 1.91% for the
three months ended September 30, 2002.

Interest income on mortgage-backed  securities  increased $11,000,  or 28.2%, to
$48,000 for the three months ended September 30, 2003 from $37,000 for the three
months ended September 30, 2002. The increase  reflects a $2.05 million increase
in the  average  balance of  mortgage-backed  securities,  and a 204 basis point
decrease in the average  yield to 4.37 for the three months ended  September 30,
2003 from 6.41% for the three months ended September 30, 2002.

Interest  income on other interest  earning assets,  primarily  interest-earning
deposits,  term deposits and federal funds sold, increased $23,000, or 25.2%, to
$114,000  for the three  months  ended  September  30, 2003 from $91,000 for the
three months ended  September 30, 2002. The increase was due to a $26.5 million,
or 122.7%  increase in the average balance of these amounts to $48.1 million for
the three months ended September 30, 2003 from $21.6 million for the same period
in 2002,  which was partially offset by a 73 basis point decrease in the average
yield.

Interest  Expense.  Total interest  expense  decreased  $133,000,  or 20.0%,  to
$532,000  for the three months ended  September  30, 2003 from  $666,000 for the
three months ended September 30, 2002. The decrease in interest expense resulted
primarily from a decrease in the average cost of our  interest-bearing  deposits
to 1.70% from 2.24%,  reflecting  the decrease in market  interest  rates during
2002 and 2003.  We did not have any  borrowings  during the three  months  ended
September 30, 2003 or 2002.

                                      - 9 -

<page>
                         FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Comparison  of Operating  Results for the Three Months Ended  September 30, 2003
and September 30, 2002 (Cont'd.)

Net Interest Income. Net interest income decreased  $164,000,  or 13.2%, to $1.1
million for the three months ended  September 30, 2003 from $1.2 million for the
three months ended September 30, 2002. The primary reason for the decrease was a
146 basis point  decrease in our net  interest  rate spread to 2.22% from 3.68%,
which reflected a decrease in the average balance of our higher yielding assets,
such as mortgage  loans,  and an  increase  in the average  balance of our lower
yielding assets, such as cash and cash equivalents.  Our net interest margin for
the three months ended  September 30, 2003 was 2.62%,  a 124 basis point decline
from  3.86%  for the  comparable  period  in  2002.  The  yield  on our  average
interest-earning  assets  decreased  by 201 basis  points to 3.91% for the three
months ended September 30, 2003 from 5.92% for the same period in 2002. The cost
of our average  interest-bearing  liabilities  decreased by 55 basis points,  to
1.69% for the three  months  ended  September  30,  2003 from 2.24% for the same
period in 2002.

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, 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  made a provision of $6,700 for the three months ended  September 30,
2003,  and no  provision  for the three  months ended  September  30, 2002.  The
provision  reflects  probable  and  estimable  losses in our SBA and credit card
portfolio.  The level of the allowance is based on  estimates,  and the ultimate
losses may vary from the estimates.

Non-interest  Income.  Non-interest income decreased $7,000, or 8.7%, to $74,000
for the three months ended  September 30, 2003 from $81,000 for the three months
ended  September  30, 2002.  The decrease in  non-interest  income  reflects the
receipts of fees  associated  with the  prepayment  of certain  loans in earlier
periods.

Non-interest Expense.  Non-interest expense increased $19,000, or 1.6%, to $1.11
million for the three months ended September 30, 2003 from $1.13 million for the
same  period  in 2002.  The  increase  in  non-interest  expense  was  primarily
attributable to increases in equipment, real estate property taxes and insurance
partially offset by decrease in legal fees.

Income Tax Expense.  The provision for income taxes decreased $67,000, or 75.9%,
to $21,000 for the three  months ended  September  30, 2003 from $89,000 for the
three  months  ended  September  30,  2002.  The  decrease in income tax expense
reflects a decrease in income before taxes to $34,000 for the three months ended
September 30, 2003 from $193,000 for the same period in 2002.


                                     - 10 -

<page>


                        FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Comparison of Operating Results for the Nine Months Ended September 30, 2003 and
September 30, 2002

General.  Net income  decreased by $260,000 to $39,000 for the nine months ended
September 30, 2003,  from $298,000 for the six months ended  September 30, 2002.
The  decrease  in net  income  was due to a $477,000  decrease  in net  interest
income, a $20,000 increase in non-interest  expense and an increase of $6,000 in
the provision of loan losses,  which was partially  offset by a $11,000 increase
in non-interest income and a $233,000 decrease in income tax expense.

Interest Income.  Interest income decreased  $827,000,  or 14.2% during the nine
months  ended  September  30,  2003 from the  comparative  period  in 2002.  The
decrease  in  interest  income  reflects  the change in the  composition  of our
interest-earning  assets  to more  liquid,  but  lower  yielding,  cash and cash
equivalents,  from mortgage  loans,  investment  securities and  mortgage-backed
securities.

Our interest income on loans decreased  $904,000,  or 17.2%, to $4.4 million for
the nine months ended  September  30, 2003 from $5.3 million for the nine months
ended September 30, 2002. The average yield on loans declined 58 basis points to
6.80% for the nine  months  ended  September  30,  2003 from  7.38% for the nine
months ended September 30, 2002, reflecting a decrease in market interest rates.
The decrease in interest income also reflects a $9.6 million, or 10.0%, decrease
in the  average  balance of loans,  to $85.6  million or the nine  months  ended
September  30, 2003 from $95.2  million for the nine months ended  September 30.
2002.

Interest  income on  investment  securities  increased  $56,000,  or  28.0%,  to
$256,000 for the nine months ended September 30, 2003 from $200,000 for the nine
months  ended  September  30,  2002.  The increase was due to an increase in the
average  balance of  investment  securities to $21.5 million for the nine months
ended  September 30, 2003 from $8.2 million for the nine months ended  September
30, 2002,  while the average  yield on  investment  securities  decreased by 165
basis  points to 1.59% for the nine months ended  September  30, 2003 from 3.24%
for the same period in 2002.

Interest income on mortgage-backed  securities  decreased $22,000,  or 17.6%, to
$104,000 for the nine months ended September 30, 2003 from $126,000 for the nine
months  ended  September  30,  2002.  The  decrease  reflects a 150 basis  point
decrease in the average yield partially offset by an increase of $149,000 in the
average balance of mortgage-backed securities.

Interest income on other  interest-earning  assets,  primarily  interest-earning
deposits and federal funds sold increased $43,000, or 18.2%, to $279,000 for the
nine months  ended  September  30, 2003 from  $236,000 for the nine months ended
September 30, 2002. The increase was due to a $14.5 million, or 72.8%,  increase
in the average  balance of these  accounts to $34.4  million for the nine months
ended  September  30, 2002 from $19.9  million  for the same  period in 2002.  A
greater  increase in  interest  income on other  earning  assets,  however,  was
precluded  by a decline  in the yield on cash and cash  equivalents  of 50 basis
points  during the nine months  ended  September  30, 2003  compared to the same
period in 2002.


                                     - 11 -

<page>


                         FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Comparison of Operating Results for the Nine Months Ended September 30, 2003 and
September 30, 2002 (Cont'd.)

Interest Expense.  Total interest expense decreased $350,000,  or 16.6%, to $1.8
million for the nine months ended  September  30, 2003 from $2.1 million for the
nine months ended September 30, 2002. The decrease in interest  expense resulted
primarily from a decrease in the average cost of our  interest-bearing  deposits
to 1.86% from 2.41%,  reflecting  the  decrease in market  rates during 2002 and
2003,   partially   offset  by  an  increase in  the  average   balance  of  our
interest-bearing  deposits to $125.5 million for the nine months ended September
30, 2003 from $116.7  million for the nine months ended  September  30, 2002. We
did not have any borrowings  during the nine months ended  September 30, 2003 or
2002.

Net Interest Income. Net interest income decreased  $477,000,  or 12.8%, to $3.2
million for the nine months ended  September  30, 2003 from $3.7 million for the
nine months ended  September 30, 2002. The primary reason for the decrease was a
101 basis points  decrease in the  September 30, 2003 period in our net interest
rate  spread to 2.76% from  3.77%,  which  reflected  a decrease  in the average
balance of our higher yielding  assets,  such as mortgage loans, and an increase
in the  average  balance  of our lower  yielding  assets,  such as cash and cash
equivalents. Our net interest margin for the period declined 95 basis points, to
3.00% from 3.95%. The yield on our average  interest-earning assets decreased by
155 basis  points to 4.63% for the nine  months  ended  September  30, 2003 from
6.18% for the nine months  ended  September  30,  2002.  The cost of our average
interest-bearing  liabilities decreased by 55 basis points to 1.86% for the nine
months ended September 30, 2003 from 2.41% for the same period in 2002.

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  made a  provision  of  $8,100  for the nine  months  ended
September  30,  2003,  and a  provision  of  $2,000  for the nine  months  ended
September 30, 2002. The provisions  reflect probable and estimable losses in our
SBA and credit card portfolio. The level of the allowance is based on estimates,
and the ultimate losses may vary from the estimates.

Non-Interest Income. Non-interest income increased $11,000, or 4.9%, to $228,000
for the nine months ended  September  30, 2003 from $217,000 for the nine months
ended September 30, 2002. The increase in non-interest income partially reflects
the gain on sale of a loan.

Non-Interest  Expense.  Non-interest expense increased $20,000, or 0.6%, to $3.4
million  for  the  nine  months  ended  September  30,  2003.  The  increase  in
non-interest  expense is  primarily  attributable  to  increases  in real estate
property taxes, compensation expense, offset by decrease in legal expenses.

Income Tax Expense. The provision for income taxes decreased $233,000, or 82.1%,
to $51,000 for the nine months ended  September  30, 2003 from  $284,000 for the
nine  months  ended  September  30,  2002.  The  decrease  in income tax expense
reflects a decrease  in our income  before  taxes to $89,000 for the nine months
ended September 30, 2003 from $582,000 for the same period in 2002.


                                     - 12 -


<PAGE>


                         FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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
61.3% during the month of September 2003. 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  principal,  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  flow  and  loan and
mortgage-backed securities prepayments are greatly influenced by market interest
rates, economic conditions and competition.

The Bank'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 amounted to
$86.8  million and $90.3  million at  September  30, 2003 and December 31, 2002,
respectively.  Securities available for sale totalled $50.0 million at September
30, 2003.  Mortgage-backed  and investment  securities held to maturity totalled
$22.0  million and $35.9  million at  September  30, 2003 and December 31, 2002,
respectively. In addition to funding new loan production 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 Federal Home Loan Bank of New York ("FHLB") which provide an additional
source of funds. At September 30, 2003, there are no advances from FHLB.

The Association anticipates that it will have sufficient funds available to meet
its current  loan  commitments  and  obligations.  At September  30,  2003,  the
Association has  outstanding  commitments to originate loans of $6.8 million and
obligation to refund excess stock  subscription  in the amount of $79.2 million.
Certificates of deposit scheduled to mature in one year or less at September 30,
2003,  totalled  $38.3  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.


                                     - 13 -

<page>

                         FLATBUSH FEDERAL BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources (Cont'd.)

The following table sets forth the  Association's  capital position at September
30, 2003, as compared to the minimum regulatory capital requirements:

<TABLE>
<CAPTION>

                                                                                                          Under Prompt
                                                                          Minimum Capital                  Corrective
                                                 Actual                     Requirements               Actions Provisions
                                      ----------------------------  ----------------------------  ----------------------------
                                         Amount         Ratio          Amount         Ratio          Amount         Ratio
                                      -------------  -------------  -------------  -------------  -------------  -------------

Total Capital
<S>                                        <C>             <C>           <C>              <C>          <C>             <C>
  (to risk-weighted assets)                $ 8,499         12.94%        $ 5,254          8.00%        $ 6,567         10.00%

Tier 1 Capital
  (to risk-weighted assets)                  8,325         12.68%         -             -                3,940          6.00%

Core (Tier 1) Capital
  (to adjusted total assets)                 8,409          3.63%          9,269          4.00%         11,586          5.00%

Tangible Capital
  (to adjusted total assets)                 8,409          3.63%          3,476          1.50%            -             -


</TABLE>


At September 30, 2003, as a result of over  subscription  in the stock offering,
the Association failed to meet the minimum capital requirements, which was cured
on October  20,  2003 with the refund of excess  subscriptions  in the amount of
$79.2 million.





                                     - 14 -



<page>


                                     ITEM 3
                         FLATBUSH FEDERAL BANCORP, INC.
            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


Management of Interest Rate Risk. The ability to maximize net interest income is
largely  dependent upon the achievement of a positive  interest rate spread that
can be sustained during fluctuations in prevailing 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.

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.  Securities  classified  as available for sale provide
management  with the  flexibility  to make  adjustments  to the portfolio  given
changes in the economic or interest rate environment,  to fulfill  unanticipated
liquidity needs, or to take advantage of alternative investment opportunities.

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 June 30, 2003, the most
recent date the Association's NPV was calculated by the OTS.

                                     - 15 -

<page>

                         FLATBUSH FEDERAL BANCORP, INC.
            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

<TABLE>
<CAPTION>

                                                                                   NPV as
             Change in                                                      Percent of Portfolio
          Interest Rates               Net Portfolio Value                     Value of Assets
                             ----------------------------------------- --------------------------------
          In Basis Points                     Dollar       Percent         NPV            Change In
           (Rate Shock)        Amount         Change        Change        Ratio         Basis Points
         ------------------  ------------  ------------- ------------- -------------   ----------------
                                                      (Dollars in Thousands)

<S>             <C>           <C>           <C>                  <C>        <C>            <C>
               +300           $  13,172    $  (1,287)            (9)        9.16%          59
               +200              14,137         (322)            (2)        9.70%          (5)
               +100              14,712          254              2         9.98%          23
                 0               14,458           -               -         9.75%           -
               -100              13,450       (1,008)            (7)        9.06%         (69)

</TABLE>


Certain  shortcomings are inherent in the methodology used in the above interest
rate risk  measurements.  Modeling  changes in NPV require the making of certain
assumptions  which may or may not reflect the manner in which actual  yields and
costs respond to changes in market interest rates. In this regard, the NPV model
presented assumes that the composition of the Association's  interest  sensitive
assets and  liabilities  existing at the beginning of a period remains  constant
over the period being  measured  and also  assumes  that a particular  change in
interest rates is reflected  uniformly  across the yield curve regardless of the
duration  to  maturity  or  repricing  of  specific   assets  and   liabilities.
Accordingly,  although  the NPV  measurements  and net  interest  income  models
provide 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
the Association's net interest income and will differ from actual results.



                                     - 16 -


<page>


                                     ITEM 4
                         FLATBUSH FEDERAL BANCORP, INC.
                             CONTROLS AND PROCEDURES



As of the end of the period  covered by this report,  based on an  evaluation of
the  Association's  disclosure  controls  and  procedures  (as  defined in Rules
13a-15(e) and 15d-15e under the  Securities  and Exchange Act of 1934),  each of
the Chief Executive  Officer and the Chief Financial  Officer of the Association
has concluded  that the  Association's  disclosure  controls and  procedures are
effective to ensure that information required to be disclosed by the Association
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 Association'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  September  30,  2003  internal
controls by the Association, including any corrective actions with regard to any
significant deficiencies or material weaknesses.








                                     - 17 -


<PAGE>



                         FLATBUSH FEDERAL BANCORP, INC.

                                     PART II


ITEM 1. Legal Proceedings

          Neither the  Association is 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. Changes in Securities

          Not applicable.

ITEM 3. Defaults Upon Senior Securities

          Not applicable.

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

          None

ITEM 5. Exhibits and Reports on Form 8-K
        --------------------------------

(a) The following Exhibits are filed as part of this report.

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  Pursuant to 18 U.S.C.  Section
     1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002
     (filed herewith).

32.2 Certification  of 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).


(b) Reports on Form 8-K

                  None.


                                     - 18 -


<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:   November 14, 2003                  By:  /s/ Anthony J. Monteverdi
      ----------------------                    -------------------------
                                                   Chief Executive Officer



Date:   November 14, 2003                  By:  /s/ John S. Lotardo
      -----------------------                   -------------------------
                                                   Vice President and
                                                    Chief Financial Officer













                                     - 19 -


<PAGE>

                                                                    Exhibit 31.1

                                  CERTIFICATION


I, Anthony J. Monteverdi, certify that:


1.   I have reviewed this  quarterly  report on Form 10-QSB of Flatbush  Federal
     Bancorp, Inc.;

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

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most  recent  evaluation,  to the  registrant's  auditors  and board of
     directors (or persons performing the equivalent functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    November 14, 2003                         /s/ Anthony J. Monteverdi
                                                   -------------------------
                                                      Chief Executive Officer


<page>


                                                                    Exhibit 31.2
                                  CERTIFICATION


I, John S. Lotardo, certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of Flatbush  Federal
     Bancorp, Inc.;

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

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most  recent  evaluation,  to the  registrant's  auditors  and board of
     directors (or persons performing the equivalent functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    November 14, 2003                          /s/ John S. Lotardo
                                                      ---------------------
                                                        Chief Financial Officer


<PAGE>



                                                                    Exhibit 32.1




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of FLATBUSH  FEDERAL BANCORP,  INC. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Anthony J. Monteverdi, Chief Executive Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,   the  financial  condition  and  result  of  operations  of  the
     Company/Association.




                                             /s/ Anthony J. Monteverdi
                                             --------------------------------
                                                 Chief Executive Officer




November 14, 2003







<PAGE>


                                                                    Exhibit 32.2




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of FLATBUSH  FEDERAL BANCORP,  INC. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
John S. Lotardo, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,   the  financial  condition  and  result  of  operations  of  the
     Company/Association.



                                               /s/ John S. Lotardo
                                              --------------------------------
                                                   Chief Financial Officer

November 14, 2003