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 September 30, 2004
                                              ------------------

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from __________ to ___________
               Commission file number__________________________________

                         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 Identification No.)
incorporation or organization)

                 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 September 30, 2004 the Registrant had outstanding 2,314,375 shares of
                                  common stock

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

<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                     Number
                                                                                     ------
<S>                                                                                     <C>
PART I - FINANCIAL INFORMATION

         Item 1:  Financial Statements

                  Consolidated Statements of Financial Condition
                  at September 30, 2004 and December 31, 2003 (Unaudited)               1

                  Consolidated Statements of Income and Comprehensive Income
                  for the Three Months and Nine months Ended
                  September 30, 2004 and 2003 (Unaudited)                               2

                  Consolidated Statements of Cash Flows for the Nine months
                  Ended September 30, 2004 and 2003 (Unaudited)                         3

                  Notes to Consolidated Financial Statements                            4

         Item 2:  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                         5 - 11

         Item 3:  Controls and Procedures                                               12

PART II - OTHER INFORMATION                                                             13

         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 and Reports on Form 8-K

SIGNATURES                                                                              14
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   September 30,        December 31,
ASSETS                                                                  2004                2003
------                                                             ---------------------------------
<S>                                                                <C>                 <C>
Cash and amounts due from depository institutions                  $   1,670,100       $   4,468,212
Interest earning deposits in other banks                               1,130,611          11,791,493
Term deposits                                                          1,000,000                  --
Federal Funds sold                                                     4,800,000          13,000,000
                                                                   ---------------------------------
    Cash and cash equivalents                                          8,600,711          29,259,705
                                                                   ---------------------------------

Investment securities held to maturity                                13,030,102          14,211,578
Mortgage-backed securities held to maturity                           17,436,484           5,521,094
Loans receivable                                                      93,676,874          90,571,304
Premises and equipment                                                   920,535             961,813
Federal Home Loan Bank of New York stock                                 858,200             827,200
Interest receivable                                                      645,225             570,228
Other assets                                                             638,083           1,013,945
                                                                   ---------------------------------
    Total assets                                                   $ 135,806,214       $ 142,936,867
                                                                   ---------------------------------

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

Liabilities:
Deposits                                                           $ 118,273,371       $ 126,032,492
Advance payments by borrowers for taxes and insurance                    529,849             202,616
Other Liabilities                                                      1,161,863           1,076,542
                                                                   ---------------------------------
    Total liabilities                                              $ 119,965,083       $ 127,311,650
                                                                   ---------------------------------
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;
    2,314,375 issued and outstanding                                      23,144              23,144
Additional paid in capital                                             7,801,887           7,791,924
Retained earnings substantially restricted                             8,932,547           8,752,708
Unearned employees' stock ownership plan ("ESOP") shares                (661,344)           (687,456)
Accumulated other comprehensive (loss) - minimum pension
     liability adjustment, net of income tax benefit                    (255,103)           (255,103)
                                                                   ---------------------------------
    Total stockholders' equity                                        15,841,131          15,625,217
                                                                   ---------------------------------

    Total liabilities and stockholders' equity                     $ 135,806,214       $ 142,936,867
                                                                   ---------------------------------
</TABLE>

See notes to consolidated financial statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended               Nine months Ended
                                                                     September 30                     September 30
                                                               --------------------------      --------------------------
                                                                  2004            2003            2004            2003
                                                               ----------      ----------      ----------      ----------
<S>                                                            <C>             <C>             <C>             <C>
Interest income
   Loans                                                       $1,402,895      $1,383,355      $4,160,153      $4,363,201
   Mortgage-backed securities                                     220,582          47,824         451,394         104,187
   Investments                                                    148,300          66,061         432,086         256,439
   Other interest earning assets                                   38,140         114,054         149,415         278,768
                                                               --------------------------      --------------------------

          Total interest income                                 1,809,917       1,611,294       5,193,048       5,002,595

Interest expense on deposits                                      450,013         532,476       1,365,745       1,754,423
                                                               --------------------------      --------------------------

Net interest income                                             1,359,904       1,078,818       3,827,303       3,248,172
Provision for loan losses                                              --           6,636              --           8,109
                                                               --------------------------      --------------------------

Net interest income after provision for loan losses             1,359,904       1,072,182       3,827,303       3,240,063
                                                               --------------------------      --------------------------

Non-interest income:
   Fees and service charges                                        59,469          63,761         174,819         192,224
   Gain on sale of loans                                               --              --              --           8,070
   Miscellaneous                                                    5,214          10,003          18,597          27,317
                                                               --------------------------      --------------------------

        Total non-interest income                                  64,683          73,764         193,416         227,611
                                                               --------------------------      --------------------------

Non-interest expenses:
   Salaries and employee benefits                                 733,306         667,503       2,203,716       2,023,485
   Net occupancy expense of premises                              127,141         122,577         373,269         359,608
   Equipment                                                      117,237         155,305         377,469         448,356
   Directors' fees                                                 39,845          17,000          83,095          67,000
   Legal fees                                                      27,528             185          67,058           1,713
   Advertising                                                      5,629          10,065          21,206          21,014
   Federal insurance premium                                        4,942           5,501          18,850          16,568
   Other insurance premium                                         46,780          41,062         133,567         121,299
   Miscellaneous                                                  141,545          92,508         427,436         319,314
                                                               --------------------------      --------------------------

        Total non-interest expenses                             1,243,953       1,111,706       3,705,666       3,378,357
                                                               --------------------------      --------------------------

Income before income taxes                                        180,634          34,240         315,053          89,317
Income taxes                                                       70,887          21,361         135,214          50,699
                                                               --------------------------      --------------------------

Net income and comprehensive income                            $  109,747      $   12,879      $  179,839      $   38,618
                                                               ==========================      ==========================

Net income per common share - Basic and diluted                $     0.05          N/A(1)      $     0.08          N/A(1)
Weighted average number of shares outstanding - Basic and       2,230,989          N/A(1)       2,229,907          N/A(1)
diluted
</TABLE>

(1)   Flatbush Federal Bancorp, Inc. converted to stock form on October 17,
      2003.

See notes to consolidated financial statements.


                                       2
<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Nine months ended Sept 30
                                                                 -------------------------------
                                                                     2004               2003
                                                                 -------------------------------
<S>                                                              <C>                <C>
Cash flow from operating activities:
  Net income                                                     $    179,839       $     38,618
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization of premises                        104,982            116,085
        equipment
     Net amortization of premiums, discount and                       (43,911)          (138,162)
        deferred loan fees and cost
     Provision for loan losses                                             --              8,109
     Decrease in accrued interest receivable                          (74,997)            12,223
     Decrease (Increase) in other assets                              375,862           (664,015)
     Increase in other liabilities                                     85,321            206,790
     ESOP Shares committed to be released                              36,075                 --
                                                                 -------------------------------
        Net cash provided by (used in) operating activities           663,171           (420,352)
                                                                 -------------------------------

Cash flow from investing activities:
     Proceeds from calls and maturities of investment               5,196,355        (49,978,580)
        securities held to maturity
     Purchases of investment securities held to maturity           (4,000,000)       (14,479,914)
     Proceeds from calls of investment securities held                     --         32,228,376
        to maturity
     Principal repayment on mortgage-backed securities              1,212,273            617,594
        held to maturity
     Purchases of mortgage-backed securities                      (13,098,631)        (4,392,344)
     Purchases of loan participation interest                        (967,454)                --
     Net change in loans receivable                                (2,138,116)         3,497,615
     Additions to premises and equipment                              (63,704)          (158,652)
     (Purchase) redemption of FHLBNY stock                            (31,000)           147,800
                                                                 -------------------------------
        Net cash used in  investing activities                    (13,890,277)       (32,518,105)
                                                                 -------------------------------

Cash flow from financing activities:
     Net increase (decrease) in deposits                           (7,759,121)         4,389,771
     Cash received from stock subscriptions                                --         85,545,454
                                                                 -------------------------------
     Increase  in advance payments by borrowers                       327,233             62,448
         for taxes and insurance
                                                                 -------------------------------
        Net cash (used in) provided by financing activities        (7,431,888)        89,997,673
                                                                 -------------------------------

Net increase (decrease) in cash and cash equivalents              (20,658,994)        57,059,216
Cash and cash equivalents - beginning                              29,259,705         12,229,895
                                                                 -------------------------------

Cash and cash equivalents - ending                               $  8,600,711       $ 69,289,111
                                                                 -------------------------------

Supplemental disclosure of cash flow information
  Cash paid during the year for:
     Interest                                                    $  1,365,745       $  1,752,183
                                                                 -------------------------------

     Income taxes                                                $    135,214       $    165,961
                                                                 -------------------------------
</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 nine months ended
September 30, 2004, 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
nine months ended September 30, 2004 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.


                                       4
<PAGE>

                                     ITEM 2
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                     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 Company's actual results could differ  materially
from those management  expectations.  Factors that could cause future results to
vary from  current  management  expectations  include,  but are not  limited to,
general economic  conditions,  legislative and regulatory changes,  monetary and
fiscal policies of the federal  government,  changes in tax policies,  rates and
regulations  of federal,  state and local tax  authorities,  changes in interest
rates,  deposit flows, the cost of funds,  demand for loan products,  demand for
financial services,  competition,  changes in the quality or composition of loan
and  investment  portfolios of the Company,  changes in  accounting  principles,
policies  or  guidelines,  and other  economic,  competitive,  governmental  and
technological  factors affecting the Company's  operations,  markets,  products,
services and prices.

Comparison of Financial Condition at September 30, 2004 and December 31, 2003

Total assets decreased by $7.1 million,  or 4.9%, to $135.8 million at September
30, 2004 from $142.9  million at December 31,  2003.  The net decrease in assets
reflects the decrease in cash and cash equivalents,  the repayment of investment
securities  held to  maturity  and a  decrease  in other  assets.  Cash and cash
equivalents  decreased $20.7 million, or 70.6%, to $8.6 million at September 30,
2004  from  $29.3   million  at  December  31,  2003.   As  a  partial   offset,
mortgage-backed  securities increased $11.9 million, or 215.8%, to $17.4 million
at  September  30,  2004  from $5.5  million  as of  December  31,  2003.  Loans
receivable  increased  $3.1 million,  or 3.4%, to $93.6 million at September 30,
2004 from  $90.6  million as of  December  31,  2003.  Management  continued  to
reinvest  assets  from  short-term  liquid  investments  to  longer-term  higher
yielding investments and loans.

Total deposits  decreased $7.7 million,  or 6.1%, to $118.3 million at September
30,  2004 from $126.0  million at  December  31,  2003.  Deposit  outflow may be
attributed to depositors  seeking higher deposit rates from competing  financial
institutions.

Total stockholders'  equity increased $216,000 to $15.8 million at September 30,
2004 from $15.6 million at December 31, 2003. The increase reflects the addition
of net income of $180,000,  the market  appreciation  of ESOP shares released of
$10,000 and amortization of $26,000 in unearned ESOP shares.

Comparison  of Operating  Results for the Three Months Ended  September 30, 2004
and September 30, 2003

      General.  Net income increased by $97,000,  or 752.1%, to $110,000 for the
three  months ended  September  30, 2004 from $13,000 for the three months ended
September  30, 2003.  The increase in earnings for the quarter was primarily due
to an increase of $199,000 in interest income,  decreases of $82,000 in interest
expense and $7,000 in provision for loan losses,  partially offset by a decrease
of $9,000 in  non-interest  income and  increases  of $132,000  in  non-interest
expense and $50,000 in income taxes.

      Interest  Income.  Interest income increased  $199,000,  or 12.3%, to $1.8
million for the three months ended  September 30, 2004 from $1.6 million for the
same period in 2003.  The increase in interest  income  reflected a shift in the
composition  of our  interest-earning  assets  from  short-term  lower  yielding
investments to longer-term higher yielding loans and mortgage-backed securities.
For the three months ended  September  30,  2004,  our average  interest-earning
assets  of $132.6  million  had an  average  yield of 5.46%  compared  to $164.9
million in average  assets with an average  yield of 3.91% for the three  months
ended September 30, 2003. The higher average balance of interest-earning  assets
for the three months ended  September 30, 2003 included  funds  received for the
stock  subscription  offering  which was closed on October 17, 2003.  The higher
balance  was   principally   in  the  average   outstanding   balance  of  other
interest-earning assets.


                                       5
<PAGE>

      Interest income on loans increased $20,000,  or 1.4%, for the three months
ended September 30, 2004. The average balance of loans increased $8.3 million to
$93.0  million for the three months ended  September 30, 2004 from $84.8 million
for the same quarter in 2003.  However,  the average yield on loans decreased 49
basis points to 6.03% from 6.52% during the comparative quarters.

      Interest  income on  mortgage-backed  securities  increased  $173,000,  or
361.2%,  to $221,000 for the three months ended  September 30, 2004 from $48,000
for the same quarter in 2003. The increase  reflects a $12.4 million increase in
the  average  balance of  mortgage-backed  securities  to $16.7  million for the
quarter  ended  September  30,  2004 from $4.4  million  for the  quarter  ended
September 30, 2003. The average yield on mortgage-backed securities increased 90
basis points to 5.27% from 4.37% during the comparative quarters.

      Interest income on investment  securities increased $82,000, or 124.5%, to
$148,000  for the three  months  ended  September  30, 2004 from $66,000 for the
three  months  ended  September  30,  2003.  Although  the  average  balance  of
investment  securities  decreased  $14.5  million  to $13.0  million  from $27.5
million,  the average yield  increased 359 basis points to 4.55% for the quarter
ended  September 30, 2004 from 0.96% for the quarter  ended  September 30, 2003.
Due to maturities,  the  composition of our investment  securities  changed from
predominately U.S. Treasury bills and short-term federal agency securities as of
September 30, 2003 to intermediate and long-term  federal agency securities with
fixed and adjustable rates as of September 30, 2004.

      Interest income on other interest-earning assets,  consisting primarily of
interest-earning deposits and federal funds sold, decreased $76,000, or 66.6% to
$38,000 for the quarter  ended  September  30, 2004 from  $114,000  for the same
quarter  in 2003.  The  decrease  reflects a  decrease  of $38.4  million in the
average balance of other interest-earning assets to $9.7 million for the quarter
ended  September 30, 2004 from $48.1 million for the quarter ended September 30,
2003.  The decrease in the average  balance was  partially  offset by a 62 basis
point  increase in the average yield to 1.57% from 0.95% during the  comparative
quarters.

      Interest  Expense.  Total interest expense  decreased  $82,000 or 15.5% to
$450,000  for the three months ended  September  30, 2004 from  $532,000 for the
same quarter in 2003. The decrease in interest expense resulted primarily from a
12 basis point  decrease in the average cost of  interest-bearing  deposits from
1.69% to 1.57%. The average balance of  interest-bearing  deposits  decreased by
$11.4 million,  or 9.1%, to $114.6 million for the three months ended  September
30, 2004 from $126.0 million for the three months ended September 30, 2003.

      Net Interest Income. Net interest income increased $281,000,  or 26.0%, to
$1.4 million for the three months ended September 30, 2004 from $1.1 million for
the three months ended  September 30, 2003.  The primary reason for the increase
was a 167 basis  point  increase in our net  interest  rate spread to 3.89% from
2.22%.  Our net interest  margin  increased by 148 basis points to 4.10% for the
three months ended  September 30, 2004 from 2.62% for the  comparable  period in
2003.

      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  September  30,  2004,  but recorded a provision of $7,000 for the
three months ended September 30, 2003. The September 30, 2003 provisions reflect
probable and estimable  losses in our credit card and SBA loan  portfolios.  The
level of the  allowance at  September  30, 2004 is based on  estimates,  and the
ultimate losses may vary from the estimates.

      Non-Interest  Income.  Non-interest  income decreased $9,000, or 12.3%, to
$65,000 for the three months ended September 30, 2004 from $74,000 for the three
months ended September 30, 2003, reflecting a reduction of our fee income during
the three months ended September 30, 2004 in comparison to the 2003 period.

      Non-Interest  Expense.  Non-interest expense increased $132,000, or 11.9%,
to $1.2 million for the three months ended  September 30, 2004 from $1.1 million
for the three months ended  September  30,  2003.  Salary and


                                       6
<PAGE>

employee  benefits  increased by $66,000 to $733,000 for quarter ended September
30, 2004 from  $668,000  for quarter  ended  September  30,  2003.  The increase
included $11,000 in ESOP expense.  Miscellaneous  expenses  increased $49,000 to
$142,000 for quarter  ended  September  30, 2004 from $93,000 for quarter  ended
September 30, 2003. The increase was primarily  attributed to expenses  incurred
as a public  company.  Legal  expenses  increased  $27,000  during  the  current
quarter.   The  increase  was  principally   attributed  to  corporate  matters.
Directors'  compensation  increased  $23,000 to $40,000  for the  quarter  ended
September  30, 2004 from  $17,000 for the same period in 2003.  The increase was
attributed to committee and Board retainer fees.  Occupancy  expenses  increased
$5,000 to $127,000 for the quarter  ended  September  30, 2004 from $122,000 for
the quarter ended September 30, 2003. The increase was due to improvements  made
to our Brighton Beach branch.  Other insurance  premiums  increased by $6,000 to
$47,000 for the quarter  ended  September  30, 2004.  As a partial  offset,  the
Association  had a net decrease of $44,000 in equipment  costs,  advertising and
federal insurance premium.

      Income Tax Expense.  The provision for income taxes  increased  $50,000 to
$71,000 for the three months ended  September 30, 2004 from $21,000 for the same
quarter in 2003.  The  increase  reflects an increase in income  before taxes to
$181,000  for the three  months  ended  September  30, 2004 from $34,000 for the
three months ended September 30, 2003.

Comparison of Operating Results for the Nine months ended September 30, 2004 and
September 30, 2003

      General. Net income increased by $141,000, or 365.7%, to $180,000 for nine
months ended  September  30, 2004 from $39,000 for the same period in 2003.  The
increase  was  primarily  due to an increase  of  $191,000  in interest  income,
decreases  of  $389,000 in interest  expense  and $8,000 in  provision  for loan
losses,  partially  offset by a decrease of $35,000 in  non-interest  income and
increases of $327,000 in non-interest expense and $85,000 in income taxes.

      Interest Income.  Interest income increased by $191,000, or 3,81%, to $5.2
million  for nine months  ended  September  30, 2004 from $5.0  million the same
period in 2003.  The increase in interest  income was attributed to the shift in
interest-earning  assets from short-term lower yielding investments to long-term
higher  yielding  mortgage-backed  securities  and loans.  For nine months ended
September 30, 2004, our average interest earning assets of $134.7 million earned
an average  yield of 5.14%  compared to 4.63% on $144.1  million for nine months
ended September 30, 2003. The higher average balance of interest-earning  assets
for nine months ended  September 30, 2003 included  funds received for the stock
subscription  offering  which was closed on October 17, 2003. The higher balance
was  principally in the average  outstanding  balance of other  interest-earning
assets.

      Interest income on loans decreased $203,000,  or 4.7%, to $4.2 million for
nine months  ended  September  30, 2004 from $4.4  million for nine months ended
September 30, 2003. The average  outstanding  balance of loans increased by $5.2
million, or 6.1%, to $90.8 million for nine months ended September 30, 2004 from
$85.6  million for nine months ended  September 30, 2003.  However,  the average
yield  decreased 69 basis points to 6.11% for nine months  ended  September  30,
2004 from 6.80% for the same period in 2003, reflecting accelerated  prepayments
and refinancing of higher yielding loans.

      Interest  income on  mortgage-backed  securities  increased  $347,000,  or
333.3%,  to $451,000 for nine months ended  September 30, 2004 from $104,000 for
nine months ended  September  30, 2003.  The increase was  attributed  to a $9.2
million  increase  in  the  average   outstanding   balance  of  mortgage-backed
securities to $11.8  million for nine months ended  September 30, 2004 from $2.6
million for the same period in 2003. The average yield decreased 17 basis points
to 5.09% from 5.26% during the comparative periods.

      Interest income on investment  securities increased $176,000, or 68.5%, to
$432,000 for nine months ended  September 30, 2004 from $256,000 for nine months
ended September 30, 2003. The average balance of investment securities decreased
$8.4 million, or 39.2% to $13.1 million for nine months ended September 30, 2004
from $21.5 million for nine months ended  September 30, 2003. The improvement in
interest  income on  investment  securities  was the result of a 282 basis point
increase in average yield to 4.41% for nine months ended September 30, 2004 from
1.59% for the same period in 2003.  Due to  maturities,  the  composition of our
investment  securities  changed  from U.S.  Treasury  bills and  federal  agency
securities as of September 30, 2003 to intermediate to long-term  federal agency
securities with fixed and adjustable rates as of September 30, 2004.


                                       7
<PAGE>

      Interest income on other interest-earning assets,  consisting primarily of
interest-earning  deposits and federal funds sold, decreased $129,000, or 46.4%,
to $149,000  for nine months  ended  September  30, 2004 from  $279,000 for nine
months ended September 30, 2003. The decrease was attributed to a $15.4 million,
or 44.8%, decrease in the average outstanding balance of other  interest-earning
assets to $19.0  million for nine  months  ended  September  30, 2004 from $34.4
million for nine months ended  September 30, 2003. The average yield decreased 3
basis points to 1.05% from 1.08% during the comparative periods.

      Interest Expense.  Total interest expense decreased $389,000, or 22.2%, to
$1.4 million for nine months ended September 30, 2004 from $1.8 million for nine
months ended September 30, 2003. The decrease in interest  expense resulted from
a decrease of $8.4 million,  or 6.7%, in the average balance of interest-bearing
deposits to $117.1 million for nine months ended  September 30, 2004 from $125.5
million  for the nine months  ended  September  30,  2003.  The average  cost of
interest-bearing  deposits also decreased by 30 basis points to 1.56% from 1.86%
during the comparative periods.

      Net Interest Income. Net interest income increased $579,000,  or 17.8%, to
$3.8 million for nine months ended September 30, 2004 from $3.2 million for nine
months ended  September 30, 2003.  The primary reason for the increase was an 83
basis point improvement in our net interest rate spread to 3.59% for nine months
ended  September  30,  2004  from  2.76% for the same  period  in 2003.  Our net
interest margin for the period increased 78 basis points to 3.79% from 3.01%.

      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 nine
months ended  September  30, 2004,  but recorded  provisions  of $8,000 for nine
months ended  September  30, 2003.  The September  30, 2003  provisions  reflect
probable and estimable  losses in our credit card and SBA loan  portfolios.  The
level of the  allowance at  September  30, 2004 is based on  estimates,  and the
ultimate losses may vary from the estimates.

      Non-Interest  Income.  Non-interest income decreased $34,000, or 15.0%, to
$193,000 for nine months  ended  September  30, 2004 from  $228,000 for the same
period in 2003.  We did not have gains on the sale of loans for the nine  months
ended  September 30, 2004,  resulting in a $8,000  decrease from the  comparable
period  in  2003.  We   experienced   diminished   activity  in   fee-generating
transactions   resulting  in   decreases   in  fees  and  service   charges  and
miscellaneous non-interest income.

      Non-Interest Expense. Non-interest expense increased $327,000, or 9.7%, to
$3.7 million for nine months ended September 30, 2004 from $3.4 million for nine
months ended  September  30, 2003.  Salaries  and  employee  benefits  increased
$180,000  to $2.2  million for nine months  ended  September  30, 2004 from $2.0
million for nine months ended September 30, 2003. The increase  included $36,000
in ESOP expense.  Miscellaneous expenses increased $108,000 to $427,000 for nine
months ended  September 30, 2004 from  $319,000 for nine months ended  September
30, 2003. The increase was attributed to expenses  incurred as a public company.
Legal fees increased  $65,000  during the nine month period ended  September 30,
2004. The increase was principally  attributed to corporate matters.  Directors'
compensation  increased  $16,000 to $83,000 for nine months ended  September 30,
2004 from $67,000 for nine months  ended  September  30, 2003.  The increase was
attributed to committee and Board retainer fees.  Occupancy  expenses  increased
$14,000 to $373,000 for nine months ended  September  30, 2004 from $359,000 for
the same  period  in 2003.  The  increase  was due to  improvements  made to our
Brighton Beach branch.  Other insurance  premiums  increased $12,000 to $134,000
for nine months ended September 30, 2004.  Federal  insurance  premium increased
$2,000 to $19,000 during the current  nine-month  period.  As a partial  offset,
equipment  costs  decreased  $71,000 to $377,000 for nine months ended September
30, 2004 from $448,000 for nine months ended September 30, 2003.

      Income Tax Expense.  The provision for income taxes  increased  $85,000 to
$135,000 for nine months ended  September  30, 2004 from $51,000 for nine months
ended  September  30,  2003.  The  increase  in income tax


                                       8
<PAGE>

expense  reflects an increase in income before taxes to $315,000 for nine months
ended September 30, 2004 from $89,000 for nine months ended September 30, 2003.

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
8.83% during the month of September 2004. 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 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 totaled $93.7
million  and  $90.6  million  at  September  30,  2004 and  December  31,  2003,
respectively. Mortgage-backed and investment securities held to maturity totaled
$30.5  million and $19.7  million at  September  30, 2004 and December 31, 2003,
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 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, 2004, we had no advances from the FHLB.

The Association anticipates that it will have sufficient funds available to meet
its current  loan  commitments  and  obligations.  At September  30,  2004,  the
Association had  outstanding  commitments to originate or purchase loans of $6.1
million.  Certificates  of  deposit  scheduled  to mature in one year or less at
September 30, 2004, totaled $39.2 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.


                                       9
<PAGE>

The following table sets forth the  Association's  capital position at September
30, 2004, 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                    $14,923           24.8%     $ 4,816           8.0%    $ 6,020          10.0%
(to risk-weighted assets

Tier Capital                      14,755           24.5%          --            --       3,612           6.0%
(to risk-weighted assets

Core(Tier 1) Capital              14,838           10.9%       5,434           4.0%      6,792           5.0%
(to adjusted total assets

Tangible Capital                  14,838           10.9%       2,038           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.


                                       10
<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  June  30,  2004,  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                   $ 11,793         (9,502)       (45%)              8.66%          -572 basis points
+200                     14,911         (6,384)       (30%)             10.65%          -373 basis points
+100                     18,136         (3,159)       (15%)             12.59%          -179 basis points
   0                     21,295             --         --               14.38%                  --
-100                     23,550          2,255         11%              15.57%          +119 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


                                       11
<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 September 30, 2004 internal  controls
by the Company,  including any corrective actions with regard to any significant
deficiencies or material weaknesses.


                                       12
<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                                     PART II

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

      Not applicable.

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

      Not applicable.

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

      None

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

      None

ITEM 6. 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 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).

      (b)   Reports on Form 8-K

            On  November 9, 2004 we filed a Form 8-K which  contained  our Press
            Release of earnings for the quarter and nine months ended  September
            30, 2004.


                                       13
<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 15, 2004           By: /s/ Anthony J. Monteverdi
      -----------------               -----------------------------------
                                      Anthony J. Monteverdi
                                      Chairman, President and
                                      Chief Executive Officer


Date: November 15, 2004           By: /s/ John S. Lotardo
      -----------------               -----------------------------------
                                      John S. Lotardo
                                      Vice President and Chief Financial Officer


                                       14