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 March 31, 2005
                                                 --------------

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

                  For the transition period from            to
                                                 ----------     -----------
                  Commission file number   0-50377
                                         ----------------------------------

                         FLATBUSH FEDERAL BANCORP, INC.
--------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in this charter)

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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.  Yes [X] No [_]

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

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

                      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 March 31, 2005 the Registrant had outstanding
                     --------------
                        2,282,375 shares of common stock

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


<PAGE>
<TABLE>
<CAPTION>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

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

      Item 1:  Financial Statements

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

               Consolidated Statements of Income and Comprehensive
               Income for the Three Months  Ended
               March 31, 2005 and 2004 (Unaudited)                             2

               Consolidated Statements of Cash Flows for the Three months
               Ended March 31, 2005 and 2004 (Unaudited)                       3


               Notes to Consolidated Financial Statements                      4


      Item 2:  Management's Discussion and Analysis or
               Plan of Operation                                            6-10

      Item 3:  Controls and Procedures                                        11

PART II - OTHER INFORMATION                                                   12

      1.    Legal Proceedings

      2.    Unregistered Sales of Equity Securities and Use of Proceeds

      3.    Defaults upon Senior Securities

      4.    Submission of Matters to a Vote of Securities Holders

      5.    Other Information

      6.    Exhibits


SIGNATURES                                                                    13

</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   March 31,      December 31,
ASSETS                                                               2005             2004
------                                                          ------------------------------
<S>                                                             <C>              <C>
Cash and amounts due from depository institutions               $   1,904,417    $   1,448,349
Interest earning deposits in other banks                            1,619,358        2,367,125
Federal Funds sold                                                  2,350,000        2,400,000
                                                                ------------------------------
    Cash and cash equivalents                                       5,873,775        6,215,474

Investment securities held to maturity                              8,993,323        9,187,082
Mortgage-backed securities held to maturity                        20,915,411       22,299,834
Loans receivable                                                   94,973,471       92,924,386
Premises and equipment                                                878,300          906,782
Federal Home Loan Bank of New York stock                              858,200          858,200
Interest receivable                                                   570,204          575,253
Other assets                                                        1,288,199        1,281,000
                                                                ------------------------------
    Total assets                                                $ 134,350,883    $ 134,248,011
                                                                ------------------------------

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

Liabilities:
------------
Deposits                                                        $ 116,394,659    $ 116,857,017
Advance payments by borrowers for taxes and insurance                 629,064          341,473
Other Liabilities                                                   1,402,333        1,239,419
                                                                ------------------------------
    Total liabilities                                             118,426,056      118,437,909
                                                                ------------------------------
Stockholders' equity:
---------------------
Preferred stock $0.01 par value, 1,000,000 shares authorized;
     none issued and outstanding                                           --               --
Common stock $0.01 par value, 9,000,000 shares authorized;
     2,314,375 issued and outstanding                                  23,144           23,144
Additional paid in capital                                          7,808,371        7,805,233
Retained earnings substantially restricted                          9,133,138        9,030,255
Unearned employees' stock ownership plan ("ESOP") shares             (643,936)        (652,640)
Treasury stock - 32,000 shares                                       (395,890)        (395,890)
                                                                ------------------------------
    Total stockholders' equity                                     15,924,827       15,810,102
                                                                ------------------------------

    Total liabilities and stockholders' equity                  $ 134,350,883    $ 134,248,011
                                                                ------------------------------
</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
                                                                              March 31
                                                                      -------------------------
                                                                          2005         2004
                                                                      -------------------------
<S>                                                                   <C>           <C>
Interest income
   Loans                                                              $1,432,357    $ 1,390,816
   Mortgage-backed securities                                            287,225         76,608
   Investments                                                           107,016        143,429
   Other interest earning assets                                          23,550         60,137
                                                                      -------------------------
          Total interest income                                        1,850,148      1,670,990
                                                                      -------------------------

Interest expense on deposits                                             461,417        459,725
                                                                      -------------------------
Net interest income                                                    1,388,731      1,211,265
Provision for loan losses                                                  6,583             --
                                                                      -------------------------
          Net interest income after provision for loan losses          1,382,148      1,211,265
                                                                      -------------------------

Non-interest income:
   Fees and service charges                                               47,640         58,496
   Miscellaneous                                                           6,856          6,469
                                                                      -------------------------
          Total non-interest income                                       54,496         64,965
                                                                      -------------------------

Non-interest expenses:
   Salaries and employee benefits                                        765,040        718,742
   Net occupancy expense of premises                                     122,170        124,196
   Equipment                                                             126,473        143,123
   Directors' fees                                                        44,260         29,686
   Legal fees                                                             21,883          6,372
   Audit and accounting fees                                              24,500         20,601
   Advertising                                                             7,036          8,635
   Federal insurance premium                                               4,658          8,820
   Other insurance premium                                                45,844         44,039
   Miscellaneous                                                          90,983        108,022
                                                                      -------------------------
        Total non-interest expenses                                    1,252,847      1,212,236
                                                                      -------------------------

Income before income taxes                                               183,797         63,993
Income taxes                                                              80,914         30,123
                                                                      -------------------------
Net income and comprehensive income                                   $  102,883     $   33,870
                                                                      =========================

Net income per common share - Basic and diluted                       $     0.05     $     0.02
Weighted average number of shares outstanding - Basic and diluted      2,201,339      2,228,817

</TABLE>

See notes to consolidated financial statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

                                                                Three months ended March 31
                                                               ------------------------------
                                                                   2005               2004
<S>                                                            <C>               <C>
Cash flow from operating activities:
  Net income                                                   $    102,883      $     33,870
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization of premises                       28,482            41,200
        equipment
     Net amortization of premiums, discount and                     (33,494)          (31,735)
        deferred loan fees and cost
     Provision for loan losses                                        6,583                --
     Decrease in accrued interest receivable                          5,049            25,434
     (Increase) decrease in other assets                             (7,199)          104,923
     Increase in other liabilities                                  162,914            44,422
     ESOP Shares committed to be released                            11,842            13,339
                                                               ------------------------------
        Net cash provided by operating activities                   277,060           231,453
                                                               ------------------------------

Cash flow from investing activities:
     Proceeds from calls and maturities of investment
        securities held to maturity                                 196,290         4,774,714
     Purchases of investment securities held to maturity                 --        (2,000,000)
     Principal repayment on mortgage-backed securities
        held to maturity                                          1,490,781           210,524
     Purchases of mortgage-backed securities
        held to maturity                                            (82,188)               --
     Purchases of loan participation interest                      (527,719)               --
     Net change in loans receivable                              (1,521,155)          216,790
     Additions to premises and equipment                                 --           (26,686)
                                                               ------------------------------
        Net cash (used in) provided by investing activities        (443,991)        3,175,342
                                                               ------------------------------

Cash flow from financing activities:
       Net (decrease) in deposits                                  (462,358)       (2,649,433)
     Increase  in advance payments by borrowers
        for taxes and insurance                                     287,591           284,390
                                                               ------------------------------
        Net cash (used in) financing activities                    (174,767)       (2,365,043)
                                                               ------------------------------

Net increase (decrease) in cash and cash equivalents               (341,698)        1,041,752
Cash and cash equivalents - beginning                             6,215,474        29,259,705
                                                               ------------------------------

Cash and cash equivalents - ending                             $  5,873,776      $ 30,301,457
                                                               ==============================

Supplemental disclosure of cash flow information
   Cash paid during the year for:
     Interest                                                  $    461,417      $    459,042
                                                               ------------------------------

     Income taxes                                              $     80,814      $     51,692
                                                               ------------------------------
</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 months ended March 31,
2005,  are not  necessarily  indicative of the results which may be expected for
the entire year.


NOTE 3. NET INCOME PER COMMON SHARE
-----------------------------------

Net income per common share was computed by dividing net income for three months
ended March 31, 2005 by the  weighted  average  number of shares of common stock
outstanding  adjusted  for unearned  shares of the ESOP.  Diluted net income per
common share did not differ from basic net income per common share as there were
no contracts or securities  exercisable  or which could be converted into common
stock.

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

We consider accounting policies involving  significant judgments and assumptions
by management  that have, or could have, a material impact on the carrying value
of certain  assets or on income to be  critical  accounting  policies.  Material
estimates that are particularly susceptible to significant changes relate to the
determination  of the allowance for loan losses.  Determining  the amount of the
allowance  for loan  losses  necessarily  involves  a high  degree of  judgment.
Management  reviews  the  level of the  allowance  on a  quarterly  basis,  at a
minimum,  and establishes the provision for loan losses based on the composition
of the loan portfolio, delinquency levels, loss experience, economic conditions,
and other factors related to the  collectibility  of the loan  portfolio.  Since
there has been no material shift in loan  portfolio,  the level of the allowance
for loan  losses has  changed  primarily  due to changes in the size of the loan
portfolio and the level of nonperforming  loans. We have allocated the allowance
among  categories  of  loan  types  as  well as  classification  status  at each
period-end date.  Assumptions and allocation percentages based on loan types and
classification  status  have been  consistently  applied.  Management  regularly
evaluates  various risk factors related to the loan  portfolio,  such as type of
loan, underlying collateral and payment status, and the corresponding  allowance
allocation percentages.

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


                                       4
<PAGE>

NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS
----------------------------------------

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

On April 14, 2005, the Securities and Exchange  Commission ("SEC") adopted a new
rule that amends the compliance dates for Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). Under the new rule, the Company is required to adopt
SFAS No. 123R in the first annual period  beginning after December 15, 2005. The
company has not yet  determined the method of adoption or the effect of adopting
SFAS No. 123R,  and it has not  determined  whether the adoption  will result in
amounts  that are similar to the current  pro forma  disclosures  under SFAS No.
123.


                                       5
<PAGE>


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

Forward-Looking Statement

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

Comparison of Financial Condition March 31, 2005 and December 31, 2004

The Company's assets increased $103,000, or 0.08%, to $134.4 million as of March
31, 2005 from $134.2  million at December  31, 2004.  Cash and cash  equivalents
decreased $342,000, or 5.5%, to $5.9 million at March 31, 2005 from $6.2 million
at December 31, 2004. Loans receivable increased $2.0 million, or 2.2%, to $94.9
million  as of March 31,  2005 from  $92.9  million  as of  December  31,  2004.
Investment  securities decreased $194,000,  or 2.1%, to $9.0 million as of March
31, 2005 from $9.2 million as of December 31, 2004.  Mortgage-backed  securities
decreased  $1.4  million,  or 6.2%,  to $20.9  million as of March 31, 2005 from
$22.3 million as of December 31, 2004. The decrease to cash and cash equivalents
and  the  amortization  and  prepayments  in   mortgage-backed   and  investment
securities were offset by the increase in loans receivable.

Total deposits  decreased  $462,000,  0.40%, to $116.4 million at March 31, 2005
from $116.9 million at December 31, 2004.  Deposit  outflow may be attributed to
competitive rates and increased checking account activity.

Total  stockholders'  equity increased $115,000 to $15.9 million as of March 31,
2005 from $15.8  million as of December  31,  2004.  The  increase  reflects net
income of $103,000, the market appreciation of $3,000 relating to the release of
ESOP shares and amortization of $9,000 of unearned ESOP shares.

The Company  adopted a Stock-Based  Incentive  Plan ("the Plan") on November 19,
2004  following the approval of the  stockholders.  The Plan  authorized  46,056
shares of  restricted  stock to be  distributed  to Directors and Officers as an
incentive to share in the growth and  performance  of the  Company.  The Company
implemented  a stock  buyback  program to acquire such shares.  The Company will
continue the buyback program until the completion of the Plan  requirements.  As
of March 31, 2005, 32,000 shares have been acquired.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2005 and
March 31, 2004

      General.  Net income  increased  $69,000,  or 202.9%,  to $103,000 for the
quarter  ended March 31, 2005 from $34,000 for the quarter ended March 31, 2004.
The  increase  in  earnings  was  primarily  due to an  increase  of $179,000 in
interest  income,  offset by a decrease  of $10,000 in  non-interest  income and
increases  of $7,000 in  provision  for loan  losses,  $41,000  in  non-interest
expense, $1,000 in interest expense and $51,000 in income taxes.

      Interest  Income.  Interest income increased  $179,000,  or 10.7%, to $1.9
million for the quarter  ended March 31, 2005 from $1.7  million for the quarter
ended March 31, 2004. We attribute  the increase in interest  income to a higher
average yield on  interest-earning  assets. For the three months ended March 31,
2005, the average balance of $130.2 million in interest-earning assets earned an
average yield of 5.68% compared to 4.92% on an average balance of $135.9 million
for the three  months  ended  March  31,  2004.  As  long-term  rates  improved,


                                       6
<PAGE>

management  reinvested  assets from investment  securities and short-term liquid
investments to longer-term higher yielding loans and mortgage-backed securities.

      Interest income on loans increased  $41,000,  or 2.9%, to $1.4 million for
the quarter ended March 31, 2005 from $1.3 million for the same quarter in 2004.
The average outstanding balance of loans increased $5.7 million to $94.6 million
for the quarter  ended March 31, 2005 from $88.9  million for the quarter  ended
March 31, 2004. However,  the average yield on loans declined by 21 basis points
to 6.05% for the quarter  ended  March 31,  2005 from 6.26% for the  comparative
quarter in 2004.

      Interest  income on  mortgage-backed  securities  increased  $210,000,  or
272.7%,  to $287,000  for the quarter  ended March 31, 2005 from $77,000 for the
quarter ended March 31, 2004. The increase  reflects a $15.9 million increase in
the  average  balance of  mortgage-backed  securities  to $21.3  million for the
quarter  ended March 31, 2005 from $5.4 million for the quarter  ended March 31,
2004.  However,  the average yield decreased by 35 basis points to 5.39% for the
three  months  ended March 31, 2005 from 5.74% for the three  months ended March
31, 2004.

      Interest income on investment  securities  decreased $36,000, or 25.2%, to
$107,000 for the quarter ended March 31, 2005 from  $143,000 for the  comparable
quarter in 2004. The decrease was  attributable  to the lower average balance in
investment  securities.  Due to calls and amortizations,  the average balance of
investment  securities  decreased  $3.9  million to $9.9 million for the quarter
ended March 31, 2005 from $13.8 million for the quarter ended March 31, 2004. As
a partial offset, the average yield on investment  securities increased 19 basis
points to 4.34% for the quarter  ended March 31, 2005 from 4.15% for the quarter
ended March 31, 2004.

      Interest   income   on   other   interest   earning   assets,    primarily
interest-earning  deposits,  term  deposits  and federal  funds sold,  decreased
$36,000,  or 60.0%, to $24,000 for the quarter ended March 31, 2005 from $60,000
for the same  period  in 2004.  The  decrease  resulted  primarily  from a lower
average  balance of $4.4 million for the quarter ended March 31, 2005 from $27.8
million for the quarter ended March 31, 2004, a decrease of $23.4 million.  As a
partial offset, the average yield in other interest earning assets increased 131
basis  points to 2.17% for the  quarter  ended March 31, 2005 from 0.86% for the
quarter ended March 31, 2004.

      Interest  Expense.  Total interest expense for the quarter ended March 31,
2005 was $461,000, compared to $460,000 for the quarter ended March 31, 2004, an
increase of $1,000.  The average cost of interest bearing deposits  increased 11
basis  points to 1.65% for the  quarter  ended March 31, 2005 from 1.54% for the
quarter ended March 31, 2004,  reflecting  the upward trend on interest rates on
deposits.  However,  the average balance of interest bearing deposits  decreased
$7.5 million to $111.7  million for the quarter ended March 31, 2005 from $119.2
million for the quarter ended March 31, 2004.

      Net Interest Income. Net interest income increased $178,000,  or 14.7%, to
$1.4  million  for the quarter  ended  March 31, 2005 from $1.2  million for the
quarter  ended March 31, 2004.  Our interest  rate spread  increased by 66 basis
points to 4.03% for the quarter  ended March 31, 2005 from 3.37% for the quarter
ended March 31, 2004. Our interest margin  increased by 71 basis points to 4.27%
for the quarter ended March 31, 2005 from 3.56% for the same period in 2004.

      Provision for Loan Losses. We establish  provisions for loan losses, which
are charged to  operations,  at a level  necessary  to absorb known and inherent
losses  that are  both  probable  and  reasonably  estimable  at the date of the
financial statements.  In evaluating the level of the allowance for loan losses,
management  considers  historical  loss  experience,  the types of loans and the
amount of loans in the loan  portfolio,  adverse  situations that may affect the
borrower's  ability to repay, the estimated value of any underlying  collateral,
and prevailing economic conditions.  This evaluation is inherently subjective as
it requires  estimates  that are  susceptible  to  significant  revision as more
information  becomes  available  or  as  future  events  change.  Based  on  our
evaluation of these factors, management did not record a provision for the three
months  ended March 31,  2004,  but recorded a provision of $7,000 for the three
months ended March 31, 2005. The March 31, 2005 provisions  reflect probable and
estimable losses in our SBA loan portfolio.  The level of the allowance at March
31,  2005 is based on  estimates,  and the  ultimate  losses  may vary  from the
estimates.

      Non-Interest  Income.  Non-interest income decreased $10,000, or 15.4%, to
$55,000 for the three  months  ended  March 31, 2005 from  $65,000 for the three
months ended March 31, 2004. The decline was predominantly caused by the $11,000


                                       7
<PAGE>

decrease in fees and service  charges,  partially offset by a $1,000 increase in
miscellaneous  fees.  We  experienced  diminished  activity  in  fee  generating
transactions during the quarter ended March 31, 2005.

      Non-Interest Expense.  Non-interest expense increased $41,000, or 3.4%, to
$1.3  million  for the quarter  ended  March 31, 2005 from $1.2  million for the
quarter ended March 31, 2004. The increase in non-interest  expense is primarily
attributable  to  increases  in  salaries  and  employee  benefits,   directors'
compensation, legal fees, audit and accounting fees and other insurance premium,
partially  offset  by  decreases  in  occupancy   expense,   equipment  expense,
advertising, federal insurance premium and miscellaneous expense.

      Income Tax Expense.  The provision for income taxes  increased  $51,000 to
$81,000 for the quarter  ended March 31, 2005 from $30,000 for the quarter ended
March 31,  2004.  The  increase  in income tax expense is  primarily  due to our
higher level of income  before taxes to $184,000 for the quarter ended March 31,
2005 compared with $64,000 for the same period in 2004.

Liquidity and Capital Resources

The Association is required to maintain levels of liquid assets under the Office
of  Thrift  Supervision  (the  "OTS")  regulations   sufficient  to  ensure  the
Association's  safe and sound operation.  The Association's  liquidity  averaged
5.80%  during the month of March 2005.  The  Association  adjusts its  liquidity
levels in order to meet  funding  needs for  deposit  outflows,  payment of real
estate taxes from escrow  accounts on mortgage  loans,  repayment of borrowings,
when applicable, and loan funding commitments.  The Association also adjusts its
liquidity level as appropriate to meet its asset/liability objectives.

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

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

The primary  sources of  investing  activity  are  lending  and the  purchase of
investment  securities and mortgage-backed  securities.  Net loans totaled $95.0
million and $92.9 million at March 31, 2005 and December 31, 2004, respectively.
Mortgage-backed and investment securities held to maturity totaled $29.9 million
and $31.5  million at March 31, 2005 and  December 31,  2004,  respectively.  In
addition  to funding new loans and  mortgage-backed  and  investment  securities
purchases  through  operating and financing  activities,  such  activities  were
funded by principal repayments on existing loans, mortgage-backed securities 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 March 31, 2005, 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 March 31, 2005, the Association
had  outstanding  commitments  to originate or purchase  loans of $10.0 million.
Certificates  of  deposit  scheduled  to mature in one year or less at March 31,
2005, totaled $30.5 million. Management believes that, based upon its experience
and the Bank's deposit flow history, a significant portion of such deposits will
remain with the Association.

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


                                       8
<PAGE>

The  following  table sets forth the  Association's  capital  position  at March
31,2005, as compared to the minimum regulatory capital requirements:

<TABLE>
<CAPTION>
                                                      Minimal Capital  Under Prompt corrective
                                     Actual            Requirements      Actions Prospective
                              ----------------------------------------------------------------
                               Amount       Ratio    Amount      Ratio    Amount       Ratio
                               ------       -----    ------      -----    ------       -----
                              (Dollars in Thousands)
<S>                           <C>           <C>     <C>           <C>    <C>           <C>
Total Capital                 $15,059       24.4%   $ 4,941       8.0%   $ 6,177       10.0%
(to risk-weighted assets

Tier Capital                   14,885       24.1%        --        --      3,706        6.0%
(to risk-weighted assets

Core(Tier 1) Capital           14,969       11.1%     5,375       4.0%     6,718        5.0%
(to adjusted total assets

Tangible Capital               14,969       11.1%     2,015       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.


                                       9
<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  December  31,  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            $12,605      (9,613)         (43%)         9.64%      -595 basis points
+200             15,962      (6,256)         (28%)        11.84%      -375 basis points
+100             19,320      (2,898)         (13%)        13.91%      -168 basis points
   0             22,218          --           --          15.59%              --
-100             23,555       1,337            6%         16.27%       +68 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.


                                       10
<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 March 31, 2005  internal  controls by
the Company,  including any  corrective  actions with regard to any  significant
deficiencies or material weaknesses.


                                       11
<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


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

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

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

        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
        --------

        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).


                                       12
<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: May 16, 2005        By:  /s/ Anthony J. Monteverdi
      ------------             ---------------------------------------

                               Anthony J. Monteverdi
                               Chairman, President and
                               Chief Executive Officer




Date: May 16, 2005        By:  /s/ John S. Lotardo
      ------------             ---------------------------------------

                               John S. Lotardo
                               Senior Vice President and Chief Financial Officer


                                       13