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

                                  SCHEDULE 14A

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant  |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement      |_| Confidential, for Use of the Commission
|X| Definitive Proxy Statement           Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

                          FLANIGAN'S ENTERPRISES, INC.
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                (Name of Registrant as Specified In Its Charter)


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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit  price  or other  underlying  value  of  transaction  computed
         pursuant to  Exchange  Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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|_|  Fee paid previously with preliminary materials.
|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

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     (2) Form, Schedule or Registration Statement No.:

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     (3) Filing Party:

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     (4) Date Filed:

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<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.

                              5059 N.E. 18th Avenue
                         Fort Lauderdale, Florida 33334

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD FRIDAY, FEBRUARY 29, 2008


To the Shareholders of Flanigan's Enterprises, Inc.,

Please  take  notice  that the Annual  Meeting  of  Shareholders  of  Flanigan's
Enterprises,  Inc.,  a Florida  corporation,  (the  "Company"),  will be held on
Friday,  February  29,  2008  at  10:00  a.m.,  local  time,  at  our  corporate
headquarters,  5059 N.E. 18th Avenue, Fort Lauderdale, Florida 33334 to consider
and act upon the following matters:

         (1)      To elect three  directors  of the Company to hold office until
                  the year 2011 Annual  Meeting and until their  successors  are
                  elected; and

         (2)      To transact  such other  business as may properly  come before
                  the meeting or any adjournment thereof.

The foregoing  items of business are more fully described in the proxy statement
accompanying this notice.  All shareholders are invited to attend the meeting in
person.  Only shareholders of record at the close of business on January 8, 2008
are  entitled  to notice of and to vote at the  meeting or any  postponement  or
adjournment thereof. Any shareholder  attending the meeting and entitled to vote
may do so in person, even if such shareholder returned a proxy.

                                        By Order of the Board of Directors

                                        Jeffrey D. Kastner
                                        Secretary

                                        Fort Lauderdale, Florida
                                        January 25, 2008

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WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,  PLEASE  COMPLETE,  DATE
AND RETURN THE  ENCLOSED  PROXY AND MAIL IT PROMPTLY IN THE  ENCLOSED  ENVELOPE,
WHICH WILL ENSURE  REPRESENTATION  OF YOUR SHARES.  REGARDLESS  OF THE NUMBER OF
SHARES YOU OWN, YOUR VOTE IS IMPORTANT.  NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.

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<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.

                              5059 N.E. 18th Avenue
                         Fort Lauderdale, Florida 33334

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD FRIDAY, FEBRUARY 29, 2008

The Board of Directors of  Flanigan's  Enterprises,  Inc.  (the  "Company"),  is
furnishing this proxy  statement to you in connection  with our  solicitation of
proxies  to be  used  at  our  Annual  Meeting  of  Shareholders,  (the  "Annual
Meeting"),  to be held Friday,  February 29, 2008, at 10:00 a.m., local time, or
at any postponement(s) or adjournment(s)  thereof, for the purposes set forth in
this  proxy  statement  and in the  accompanying  Notice  of Annual  Meeting  of
Shareholders.  The Annual Meeting will be held at our corporate  offices at 5059
N.E. 18th Avenue,  Fort Lauderdale,  Florida 33334. The telephone number at that
location is 954-377-1961. Unless the context indicates otherwise, all references
in this proxy statement to "we", "us", "our", "Flanigan's" or the "Company" mean
Flanigan's Enterprises, Inc.

The date of this proxy  statement is January 25, 2008 and it was first mailed on
or  about  January  29,  2008 to  shareholders  entitled  to vote at the  Annual
Meeting.

                             ABOUT OUR ANNUAL MEETING

What is the purpose of our Annual Meeting?

At our Annual Meeting,  shareholders  will act upon the matters  outlined in the
notice of meeting on the cover page of this  proxy,  including  the  election of
three directors for a term of three years and to consider and act upon any other
matters that may properly come before the meeting.  In addition,  our management
will  report  on  our  performance  during  fiscal  year  2007  and  respond  to
appropriate questions from shareholders.

                                     VOTING

Who can attend the meeting?

All  shareholders  as of the close of business on January 8, 2008,  (the "Record
Date"), or their duly appointed proxies, may attend our Annual Meeting.  Even if
you  currently  plan to attend our Annual  Meeting,  we recommend  that you also
submit  your proxy as  described  below so that your vote will be counted if you
cannot attend our Annual Meeting.


<PAGE>

If you hold shares in "street name", that is, through a broker or other nominee,
you will need to bring a copy of your brokerage statement  reflecting your stock
ownership as of the Record Date and check in with our  Inspectors of Election at
our Annual Meeting.

Who is entitled to vote at the meeting?

Only  holders of our common  stock of record on the Record Date are  entitled to
receive notice of and to vote the common shares held by them on that date at our
Annual Meeting, or any postponement(s), adjournment(s) or continuation(s) of our
meeting.

What are the voting rights of our shareholders?

On the Record Date, there were 1,889,533 shares of our common stock outstanding,
each of which is entitled to one vote with respect to each matter to be voted on
at our Annual Meeting. Therefore, if you owned 100 shares of our common stock on
the Record Date,  you may cast 100 votes for each matter  properly  presented at
the Annual Meeting.

What constitutes a quorum?

The presence at our Annual  Meeting,  in person or by proxy, of the holders of a
majority  of the shares of our common  stock  outstanding  as of the Record Date
will  constitute a "quorum",  permitting our meeting to be held and action to be
validly taken. If you submit a properly executed proxy card, even if you abstain
from voting or if you withhold your vote with respect to any proposal,  you will
be  considered  present  for  purposes  of a quorum.  If you hold your shares in
"street  name"  through  a broker  or other  representative  and the  broker  or
representative  indicates  on the  proxy  that it does  not  have  discretionary
authority  as  to  certain  shares  to  vote  on a  particular  matter,  (broker
non-votes),  the shares  represented by such broker non-votes will be counted in
determining the presence of a quorum.

If less than a  majority  of  outstanding  common  shares  entitled  to vote are
represented at the meeting,  a majority of the shares present at the meeting may
adjourn the meeting to another date, time or place, and notice need not be given
of the new date,  time or place if the new date,  time or place is  announced at
the meeting before an adjournment is taken.

Will my shares be voted if I do not provide my proxy?

If your  shares are held in the name of a brokerage  firm,  they may be voted by
the brokerage  firm (as  indicated  above) even if you do not give the brokerage
firm specific voting instructions.  If you are a registered shareholder and hold
your shares  directly in your own name, your shares will not be voted unless you
provide a proxy or fill out a written ballot in person at the meeting.

How do I vote?

You can vote in any of the following ways:

                                       2
<PAGE>


(1)      To vote by mail:
         o        Mark, sign and date each proxy card that you receive; and
         o        Return it in the enclosed prepaid envelope.

(2)      To vote in person if you are a registered shareholder:
         o        Attend our Annual Meeting;
         o        Bring valid photo identification; and
         o        Deliver your completed proxy card or ballot in person.

(3)      To vote in person if your shares are held in "street name":
         o        Attend our Annual Meeting;
         o        Bring valid photo identification; and
         o        Obtain a legal  proxy  from  your  bank or  broker to vote the
                  shares  that  are held for  your  benefit,  attach  it to your
                  completed proxy card and deliver it in person.

Prior to the Annual Meeting,  we will select one or more Inspectors of Election.
These  Inspectors will determine the number of common shares  represented at the
meeting,  the existence of a quorum,  the validity of proxies and will count the
ballots and votes and will determine and report the results to us.

What does it mean if I get more than one proxy card?

It means you hold shares  registered  in more than one  account.  Please vote or
provide a proxy for all accounts in one of the manners described above to ensure
that all your shares are voted.

Can I change my vote after I return my proxy card?

Yes, even after you have  submitted  your proxy card you may change your vote at
any time before the proxy is  exercised  by filing with our  Secretary  either a
notice of revocation or a duly executed  proxy bearing a later date.  The powers
of the proxy  holders  will be suspended if you attend the meeting in person and
so  request,  although  attendance  at the meeting  will not by itself  revoke a
previously granted proxy.

What are the Board's recommendations?

The enclosed proxy is solicited on behalf of our Board of Directors.  Unless you
give other  instructions  on your proxy card, the persons named as proxy holders
on the proxy card will vote in accordance with the  recommendations of our Board
of Directors. Our Board of Directors recommends a vote:

         o        "FOR" the  election  of  August  Bucci,  Germaine  M. Bell and
                  Patrick J. Flanigan to serve on our Board of Directors for the
                  next three years and until their successors are elected.

                                       3
<PAGE>

Our Board of  Directors  does not foresee or have any reason to believe that the
proxy holders will have to vote for substitute or alternate board  nominees.  In
the event that any  nominee  is not  available  for  election  and a  substitute
nominee is designated by the Board of Directors,  the proxy holders will vote as
recommended  by the Board of Directors  or, if no  recommendation  is given,  in
accordance with their best judgment.

What vote is required to approve each item?

Election of Directors:  A plurality of the votes cast at the meeting is required
for the  election of  directors.  A properly  executed  proxy  marked  "WITHHOLD
AUTHORITY"  with respect to one or more directors will not be voted with respect
to the director or directors indicated, although it will be counted for purposes
of determining whether there is a quorum.  Shareholders do not have the right to
cumulate their votes for directors.

Other Items:  For most other items which may  properly  come before the meeting,
the  affirmative  vote of a majority  of the common  shares  present,  either in
person or by proxy,  and voting will be required for approval,  unless otherwise
required  by law.  You may vote  "FOR",  "AGAINST"  or  "ABSTAIN"  on any  other
proposal.

If you sign your proxy card or broker  voting  instruction  card with no further
information, your shares will be voted in accordance with the recommendations of
our Board, i.e., "FOR" all proposals.

So far as our management is aware, no matters other than those described in this
proxy statement will be acted upon at our Annual Meeting. In the event any other
matters properly come before our Annual Meeting for a vote of shareholders,  the
persons  named as proxies on the proxy card will vote in  accordance  with their
best judgment on such other matters.

Who pays for the  preparation of the proxy  statement and the cost of soliciting
votes for our Annual Meeting?

We will pay the cost of preparing,  assembling and mailing the proxy  statement,
notice of meeting and enclosed  proxy card. In addition to the use of mail,  our
employees may solicit  proxies  personally and by telephone.  Our employees will
receive  no  compensation  for  soliciting  proxies  other  than  their  regular
salaries.  We may request  banks,  brokers and other  custodians,  nominees  and
fiduciaries to forward  copies of the proxy material to their  principals and to
request  authority  for the  execution  of proxies  and we may  reimburse  those
persons for their expenses incurred in connection with these activities. We will
compensate only  independent  third party agents that are not affiliated with us
to solicit proxies. At this time, we do not anticipate that we will be retaining
a third party solicitation firm, but should we determine, in the future, that it
is in our best  interests to do so, we will retain a  solicitation  firm and pay
for all costs and expenses associated with retaining this solicitation firm.

                                       4
<PAGE>

How and when may I submit proposals or director nominations for inclusion in the
Proxy Statement for our 2009 Annual Meeting?

If you  would  like  to  submit  a  proposal  for the  2009  Annual  Meeting  of
Shareholders,  it must be received by our Secretary,  Jeffrey D. Kastner, at our
corporate  headquarters  located  at 5059 N.E.  18th  Avenue,  Fort  Lauderdale,
Florida  33334,  at any time prior to  September  26, 2008,  and must  otherwise
comply with Rule 14a-8  under the  Exchange  Act,  in order to be  eligible  for
inclusion in the proxy  statement for that meeting,  unless the date of the next
annual  meeting  changes  by more  than 30 days  from  the  date of this  Annual
Meeting, in which case notice must be received a reasonable time before mailing.

In general,  advance  notice of nominations of persons for election to the Board
or the proposal of business to be considered by the  shareholders  must be given
to our  Secretary not less than 120 days prior to the first  anniversary  of the
date of the mailing of  materials  regarding  the prior year's  annual  meeting,
which mailing date is identified above in this Proxy Statement,  unless the date
of the next  annual  meeting  changes by more than 30 days from the date of this
Annual Meeting, in which case notice must be received a reasonable time before.

A shareholder's notice of nomination should set forth (i) as to each person whom
the  shareholder  proposes to nominate for election or re-election as a director
all  information  relating to such person  that is required to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation  14A under the Exchange  Act,  (including  such
person's  written consent to being named in the proxy statement as a nominee and
to serving as a director,  if elected);  (ii) as to any other  business that the
shareholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reason for  conducting
such business at the meeting and any material  interest to such business of such
shareholder and the beneficial  owner, if any, on whose behalf the nomination or
proposal  is made;  and (iii) as to the  shareholder  giving  the notice and the
beneficial  owner,  if any, on whose behalf the  nomination or proposal is made,
(A) the name and address of such  shareholder,  as they appear on our books, and
of such  beneficial  owner,  (B) the  number of shares of common  stock that are
owned,  (beneficially  or of record),  by such  shareholder  and such beneficial
owner,  (C) a description of all  arrangements  or  understandings  between such
shareholder  and  such  beneficial  owner  and  any  other  person  or  persons,
(including  their names),  in  connection  with the proposal of such business by
such  shareholder  and any  material  interest of such  shareholder  and of such
beneficial  owner  in  such  business,   and  (D)  a  representation  that  such
shareholder or its agent or designee  intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting.

You should review the information  contained in this proxy statement  separately
from our 2007 Annual Report to Shareholders. Our principal corporate offices are
located at 5059 N.E.  18th  Avenue,  Fort  Lauderdale,  Florida  33334,  and our
telephone number is (954) 377-1961.  A list of shareholders  entitled to vote at
the Annual  Meeting  will be  available  at our offices for a period of ten days
prior  to  the  meeting  and  at  the  meeting  itself  for  examination  by any
shareholder.

                                       5
<PAGE>

               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                   MANAGEMENT

The following  table shows,  as of January 8, 2008, the beneficial  ownership of
our  Common  Stock  by (i) any  person  or  group  who is  known by us to be the
beneficial  owner of more than 5% of our Common Stock;  (ii) each of our current
directors,  including  the  nominees  for  director;  (iii)  each  of the  Named
Executive officers,  (as defined herein); and (iv) all our current directors and
executive officers as a group. Unless otherwise indicated,  the address for each
beneficial  owner is c/o Flanigan's  Enterprises,  Inc.,  5059 N.E. 18th Avenue,
Fort Lauderdale, Florida 33334.

The  following  table  is  based  upon  information  supplied  by our  officers,
directors,  principal  shareholders  and  schedules  13D and 13G filed  with the
United States  Securities and Exchange  Commission,  (the "SEC").  The number of
shares of our common stock is determined  under the rules of the SEC.  Under the
SEC rules,  beneficial  ownership includes any shares as to which the individual
or entity has sole or shared voting power or investment  power and also includes
any shares that the  individual  or entity has the right to acquire  through the
exercise of stock  options or warrants and any  references  in the  footnotes to
this table to shares  subject to stock options or warrants  refers only to stock
options or warrants  that are so  exercisable.  For  purposes of  computing  the
percentage  of  outstanding  shares of our common  stock held by each  person or
entity,  any shares  that such  person or entity  has the right to  acquire  are
deemed to be  outstanding,  but are not deemed to be outstanding for the purpose
of computing  the  percentage  ownership of any other person.  Unless  otherwise
indicated in the footnotes to this table and subject to community  property laws
where applicable, we believe that the shareholders named in this table have sole
voting  and  investment  power with  respect  to the shares of our common  stock
indicated as beneficially owned. The inclusion in the table of any shares deemed
beneficially  owned does not constitute an admission of beneficial  ownership of
those shares.

<TABLE>
<CAPTION>
                                                   Amount and
                                                   Nature of
                                                   Beneficial
                                                   Ownership as of      Percent
Name and Address of Beneficial Owner               January 8, 2008(1)   of Class(2)
------------------------------------               ------------------   ----------
<S>                                                     <C>              <C>
5% Shareholders:
         Ann N. Flanigan                                  243,969       12.9%
         Robino Stortini Holdings LLC (3)                 128,500        6.8%
              6 Larch Avenue, Suite 101
              Wilmington, Delaware 19804
         Jeffrey D. Kastner (4)                           477,323       24.9%
         James G. Flanigan (5)                            298,111       15.2%
         Michael B. Flanigan (6)                          148,138        7.8%
         Patrick J. Flanigan (7)                          108,200        5.7%

                                       6
<PAGE>

Current Named Executive Officers and Directors:
         Jeffrey D. Kastner (4)                           477,323       24.9%
         James G. Flanigan (5)                            298,111       15.2%
         Michael B. Flanigan (6)                          148,138        7.8%
         Patrick J. Flanigan (7)                          108,200        5.7%
         August Bucci (8)                                  19,500        *
         Christopher O'Neil                                 6,500        *
         Barbara J. Kronk                                      --
         Germaine M. Bell                                      --
         Mike Roberts                                          --
         Jean Picard                                        1,070        *
         All current executive officers and directors   1,058,842        56.0%
              as a group (10 persons) (4)(5)(6)(7)(8)
</TABLE>

--------------------------------
* less than one (1%) percent of the outstanding shares of class.

(1)      The persons  named in the table have sole voting and  investment  power
         with respect to all shares  beneficially owned by them, except as noted
         in the footnotes below.

(2)      Applicable  percentage  ownership  is based  upon  1,889,533  shares of
         common stock outstanding as of the Record Date. Beneficial ownership is
         determined in accordance  with the rules of the Securities and Exchange
         Commission  and includes  voting and  investment  power with respect to
         shares. Shares of common stock subject to options currently exercisable
         or  exercisable  within  60 days  after  the  Record  Date  are  deemed
         outstanding  for  computing  the  percentage  ownership  of the  person
         holding  such  options,  as  the  case  may  be,  but  are  not  deemed
         outstanding for computing the percentage ownership of any other person.

(3)      Based solely on reports filed by Robino Stortini  Holdings LLC with the
         SEC.

(4)      Includes  7,500 shares  issuable upon the exercise of stock options and
         449,500  shares  which are owned of record  (in equal  shares)  by five
         separate  trusts of which Jeffrey D. Kastner is one of three  trustees.
         As a trustee,  Mr.  Kastner has shared voting and  investment  power of
         these shares.  The five trusts include the trusts established by Joseph
         G.  Flanigan  for James G.  Flanigan  (See Note (5) below),  Michael B.
         Flanigan  (See Note (6) below) and  Patrick J.  Flanigan  (See Note (7)
         below).

(5)      Includes  10,000 shares  issuable  upon the exercise of stock  options,
         89,900  shares  which are owned of record by a trust of which  James G.
         Flanigan  is one of three  trustees  and a  beneficiary  (for which Mr.
         Flanigan has shared voting and investment  power),  400 shares owned as
         custodian  for his children  (for which Mr.  Flanigan has shared voting
         and investment power),  5,600 shares owned by his spouse (for which Mr.
         Flanigan  has shared  voting and  investment  power) and 13,700  shares
         owned  of  record  by a  trust,  the  beneficiaries  of  which  are his
         children, and of which he is the sole trustee.

                                       7
<PAGE>

(6)      Includes  89,900  shares owned of record by a trust of which Michael B.
         Flanigan  is one of three  trustees  and a  beneficiary  (for which Mr.
         Flanigan has shared voting and investment power), 1,000 shares owned by
         his spouse (for which Mr.  Flanigan  has shared  voting and  investment
         power),  10,200 shares owned of record by a trust, the beneficiaries of
         which are his  children  and of which he is the sole  trustee and 3,500
         shares owned of record by a trust,  the  beneficiaries of which are his
         step children and of which he is the sole trustee.

(7)      Includes  89,900  shares owned of record by a trust of which Patrick J.
         Flanigan  is one of three  trustees  and a  beneficiary  (for which Mr.
         Flanigan has shared voting and investment power), 2,000 shares owned by
         his spouse (for which Mr.  Flanigan  has shared  voting and  investment
         power),  400 shares owned by his spouse as  custodian  for his children
         (for which Mr.  Flanigan has shared  voting and  investment  power) and
         13,700 shares owned of record by a trust,  the  beneficiaries  of which
         are his children and of which he is the sole trustee.

(8)      Includes 7,500 shares issuable upon the exercise of stock options.


            SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the  Securities  Exchange Act of 1934,  (the  "Exchange  Act"),
requires the Company's officers, directors and persons who beneficially own more
than  10% of a  registered  class of the  Company's  equity  securities  to file
reports of ownership and changes in ownership with the SEC. Officers,  directors
and greater  than 10%  stockholders  are required by  regulation  to furnish the
Company with copies of all Section 16(a) reports they file.


Based  solely  upon  review of the  copies of such  reports  and any  amendments
thereto  furnished  to us during  and with  respect to our 2007  fiscal  year or
written representations from certain reporting persons that were not required to
file, we believe that during fiscal year 2007, our executive officers, directors
and  greater-than-10%  stockholders  complied with all applicable  Section 16(a)
filing  requirements,  except that (i) James G. Flanigan filed three (3) Form 4s
late,  which  filings   represented   eleven  (11),  eight  (8)  and  seven  (7)
transactions,  respectively; (ii) Michael Flanigan filed three (3) Form 4s late,
two (2) of  which  represented  six (6)  transactions  each and one (1) of which
represented  one (1)  transaction,  respectively;  and (iii)  August Bucci filed
three (3) Form 4s late, which filings represented five (5), two (2) and fourteen
(14) transactions, respectively, during fiscal year 2007.

                                       8
<PAGE>

                       PROPOSAL I - ELECTION OF DIRECTORS

Our By-Laws provide for a Board of Directors, which consists of three classes of
directors of three directors each.  Three directors are to be elected to replace
those of the class  whose  terms  expire this year.  The three  directors  to be
elected at the Annual Meeting shall serve for a three year term expiring in 2011
and until their  respective  successors  are elected and  qualified.  All of the
nominees  named  herein  are  presently  serving  as  members  of our  Board  of
Directors.  We have no reason to believe  that any of those  named below will be
unable or unwilling to serve.  If for any reason any nominee  named is unable to
serve,  the  shares  represented  by all  valid  proxies  will be voted  for the
election of a substitute  nominee  recommended  by the Board of Directors or the
Board of Directors may reduce the size of the Board.

Nominees  receiving  the highest  number of  affirmative  votes cast,  up to the
number of  directors  to be  elected,  will be elected as  directors.  The proxy
holders will vote the proxies for the below three nominees.

The name of each  nominee,  his/her  age,  the year in which  he/she  was  first
elected as a director,  his/her principal occupation or occupations for the past
five years and  positions  (other than  director)  with the Company,  based upon
information furnished to us by the nominees, are as follows:

                           Director
Name and Age               Since       Principal Occupation for Past Five Years
------------               -----       ----------------------------------------

August Bucci  (63)         2005        Chief Operating Officer; Executive Vice
Germaine M. Bell (75)      1984        President Retired
Patrick J. Flanigan (47)   1991        President of B.D. 43 Corp., a franchisee
                                       since 1985; President of B.D. 15 Corp.,
                                       general partner of CIC Investors #15,
                                       Ltd., a franchisee since 1997

                 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
              VOTE FOR THE ELECTION OF EACH OF THE ABOVE NOMINEES.
                   PROXY CARDS PROPERLY EXECUTED AND RETURNED
                WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
                          INDICATED ON THE PROXY CARD.

                                       9
<PAGE>


The  following  table sets forth the name and address of each of our  directors,
including  director  nominees  and  executive  officers,  the year each  current
director  first became a director,  and the age and positions  currently held by
each such individual with us. The following table is as of January 25, 2008.

                        Year First Became          Positions and Offices
Name                    a Director           Age   with the Company
---------------------   ------------------   ---   ---------------------------

James G. Flanigan       1991                  43   Chief Executive Officer,
                                                   President, Director
Jeffrey D. Kastner      1985                  54   Chief Financial Officer,
                                                   General Counsel, Secretary,
                                                   Director
August Bucci            2005                  63   Chief Operating Officer,
                                                   Executive Vice President,
                                                   Director
Patrick J. Flanigan     1991                  47   Director
Michael B Flanigan.     2005                  45   Director
Barbara J. Kronk        2004                  62   Director
Mike Roberts            2001                  69   Director
Germaine M. Bell        1984                  75   Director
Christopher O'Neil      2006                  42   Supervisor, Director

Non-Director Officers

Jean Picard                                   69   Vice President of Package
                                                   Operations


Directors and Nominees

JAMES G. FLANIGAN joined our Board of Directors in 1995. Mr. Flanigan has been a
Vice President and shareholder of Twenty Seven Birds  Corporation,  a franchisee
of the Company since 1985. Mr. Flanigan was elected  President of the Company in
2002 and Chairman of the Board of Directors and Chief Executive Officer in 2005.
Mr.  Flanigan is the son of our former  Chairman of the Board of  Directors  and
former  Chief  Executive  Officer,  Joseph G.  Flanigan,  and is the  brother of
Directors, Patrick J. Flanigan and Michael B. Flanigan.

JEFFREY D.  KASTNER  joined our Board of  Directors  in 1985.  Mr.  Kastner  was
employed by the  Company as a corporate  attorney  from  1979-1982  and has been
general  counsel since 1982. Mr. Kastner was Assistant  Secretary of the Company
from  1995-2004  and has been  Secretary  since 2004. In 2004,  Mr.  Kastner was
elected Chief  Financial  Officer of the Company.  From 1983 through  2004,  Mr.
Kastner was the President of Jeffrey D. Kastner, P.A., a law firm and engaged in
the private  practice of law. Mr. Kastner received a Juris Doctor in Law in 1978
from the University of Florida, Gainesville, Florida.

AUGUST BUCCI  joined our Board of  Directors in 2005.  Mr. Bucci was employed by
the Company as its Entertainment  Director from 1978-1980;  re-hired as Director
of  Advertising

                                       10
<PAGE>

in 1984;  Supervisor of the Company's out of state bars and  nightclubs in 1985;
Supervisor of Restaurants, Nightclubs and Bars in 1988; Director of Operations -
Restaurant  Division in 1990;  Vice President of Restaurant  Operations in 2002;
and Chief Operating Officer and Executive Vice president in 2003.

PATRICK J. FLANIGAN  joined our Board of Directors in 1991. Mr Flanigan has been
the  President  and sole  shareholder  of B. D. 43 Corp.,  a  franchisee  of the
Company  since  1985.  Mr.  Flanigan  has  also  been  the  President  and  sole
shareholder of B.D. 15 Corp.,  the general partner of another  franchisee  since
1997. Mr.  Flanigan is the son of our former  Chairman of the Board of Directors
and former Chief Executive  Officer,  Joseph G. Flanigan,  and is the brother of
Directors, James G. Flanigan and Michael B. Flanigan.

MICHAEL B. FLANIGAN joined our Board of Directors in 2005. Mr. Flanigan has been
the President and shareholder of Twenty Seven Birds Corporation, a franchisee of
the Company since 1985.  Mr.  Flanigan is the son of our former  Chairman of the
Board of Directors and former Chief Executive Officer,  Joseph G. Flanigan,  and
is the brother of Directors, Patrick J. Flanigan and Michael B. Flanigan.

CHRISTOPHER  O'NEIL  joined our Board of Directors in 2006.  Employed in various
capacities by the Company  since 1998, as of 2003,  Mr. O'Neil has been employed
by the Company as a Supervisor where his responsibilities include restaurant and
maintenance supervision.

BARBARA  J.  KRONK  joined  our  Board of  Directors  in 2004.  Mrs.  Kronk is a
certified public  accountant,  who has been  self-employed as a tax practitioner
since  1987.  From  1988-2006,  Mrs.  Kronk was  employed  as an  Instructor  of
Accounting by the Florida Metropolitan  University,  Fort Lauderdale and Pompano
Beach,  Florida,  where she also served as Department  Chair of Accountancy from
1998-2002.  From 1987-1997 and again from  2002-2004,  Mrs. Kronk was an Adjunct
Instructor  of  Accounting  at  various  educational  institutions  in the  Fort
Lauderdale,  Florida area.  Mrs. Kronk received a Master's  degree in accounting
from Nova University, Fort Lauderdale, Florida.

MIKE ROBERTS  joined our Board of Directors in 2001.  Mr. Roberts is the founder
of and has been a  partner  in The  Action  Group,  Inc.,  sales  and  marketing
consultants to the beverage  industry,  since 2001. From 1999-2001,  Mr. Roberts
was a sales  associate with Ginger Spirits,  a liquor and wine broker,  and from
1979-1999 held various executive sales positions with Southern Wine & Spirits of
America.

GERMAINE M. BELL joined our Board of  Directors in 1984.  Mrs.  Bell is retired,
but was employed by the Company  from 1981 - 1993 as executive  secretary to our
former  Chairman  of the Board of  Directors,  Joseph G.  Flanigan,  and was our
Assistant Secretary from 1986 - 1993.

                                       11
<PAGE>


Executive Officers

JEAN PICARD has been an employee  of the  Company  since 1961.  He has been Vice
President  of  Package  Store  Operations  since 2002 and the  Company's  liquor
purchaser since 1998.


                  BOARD OF DIRECTORS STRUCTURE AND COMPENSATION

Board of Director Structure and Committees

Our business,  property and affairs are managed under the direction of our Board
of  Directors,   except  with  respect  to  those   matters   reserved  for  our
shareholders. Our Board of Directors establishes our overall corporate policies,
reviews the  performance  of management  in executing our business  strategy and
managing our day-to-day  operations  and acts as an advisor to  management.  Our
Board's  mission is to  further  the  long-term  interest  of our  shareholders.
Members of the Board of  Directors  are kept  informed of our  business  through
discussions with management, primarily at meetings of the Board of Directors and
its committees and through reports and analyses  presented to them.  Significant
communications  between our directors and  management may occur apart from these
meetings.

James G.  Flanigan  serves as Chairman of our Board of  Directors.  The Board of
Directors held a total of four meetings during our 2007 fiscal year, which ended
on September 29, 2007 and acted once by written consent in lieu of a meeting for
the sole purpose of approving  our annual baby back rib supply  contract.  Every
director  attended all meetings of the Board of  Directors,  and all meetings of
the committees of the Board of Directors on which the director served. The Board
of Directors has determined that the we are a "controlled" company as defined by
the American  Stock  Exchange  ("AMEX") and SEC rules since more than 50% of our
issued and  outstanding  common  stock is owned by the  immediate  family of our
Chairman of the Board of Directors,  including through revocable and irrevocable
trusts established by our former Chairman,  Joseph G. Flanigan, for his children
and  grandchildren,  and other  officers  and  directors  of the  Company.  As a
"controlled'  company,  the  majority  of the  Board  of  Directors  need not be
independent  and the Board of Directors has  determined  that only Mike Roberts,
Barbara J. Kronk and Germaine M. Bell are independent as defined by the AMEX and
SEC rules.

The Board of Directors currently has three committees,  the Audit Committee, the
Independent  Committee and the Corporate  Governance and  Nominating  Committee,
each as described below.

Audit Committee

The Audit  Committee  of the Board of  Directors,  which  currently  consists of
Barbara J. Kronk,  Germaine  M. Bell and Mike  Roberts,  reviews  the  auditing,
accounting,  financial  reporting and internal control functions and selects our
independent auditors. This committee operates under a written charter adopted by
the  Board  of  Directors,  a  copy  of

                                       12
<PAGE>


which is available on our website,  www.flanigans.net.  which committee annually
                                    -----------------
reviews and assesses for adequacy.  All of the committee members are independent
as required  by  applicable  AMEX and SEC rules.  The  committee  met four times
during fiscal year 2007. The Board of Directors has  determined  that Barbara J.
Kronk  satisfies  the  definition  of  "audit  committee  financial  expert"  as
promulgated  by the SEC by  virtue of her  educational  and work  experience  as
described above.

                          REPORT OF THE AUDIT COMMITTEE

The Audit  Committee of our Board of Directors is composed of three  independent
directors  and  operates  under  a  written  charter  adopted  by the  Board  of
Directors.  The Audit  Committee held four meetings during fiscal year 2007. The
Audit  Committee  meets  separately  with our Chief  Financial  Officer  and our
independent public accountants,  Rachlin LLP (f/k/a Rachlin Cohen & Holtz, LLP),
at selected meetings.  The Audit Committee oversees the financial accounting and
reporting processes,  system of internal control,  audit process and process for
monitoring  compliance  with  laws  and  regulations.  The  Audit  Committee  is
responsible for, among other things, the appointment of the independent auditors
and the  preparation of the report to be included in our annual proxy  statement
pursuant to rules of the SEC. The charter of the Audit Committee, as approved by
the Board of Directors, is posted at our website, www.flanigans.net.
                                                  -----------------

Our management has primary responsibility for preparing our financial statements
and  for  its  financial  reporting  process.   Our  independent   auditors  are
responsible for expressing an opinion about whether our financial statements are
fairly  presented  in  all  material  respects  in  conformity  with  accounting
principles  generally  accepted  in the  United  States.  The Audit  Committee's
responsibility is to monitor and oversee these procedures.

         The Audit Committee hereby reports as follows:

1. The  Audit  Committee  has  reviewed  and  discussed  the  audited  financial
statements with management and with the independent  auditors,  with and without
management present.

2. The Audit Committee has discussed with the  independent  auditors the matters
required  to be  discussed  by  Statement  on  Accounting  Standards  No. 61, as
amended, and those requirements under the Sarbanes-Oxley Act of 2002.

3. The Audit Committee has received the written  disclosures and the letter from
our independent auditors required by Independence Standards Board Standard No.1,
"Independent  Discussions  for  Audit  Committees"  and has  discussed  with the
independent auditors the independent auditors'  independence,  including whether
the independent  auditors'  provision of non-audit  services to us is compatible
with the independent auditors' independence.

         Based upon the review and  discussion  referred  to in  paragraphs  (1)
through (3) above, the Audit Committee recommended to our Board of Directors and
the Board  approved,  that

                                       13
<PAGE>


the audited  financial  statements be included in our Annual Report on Form 10-K
for the fiscal year ended September 29, 2007 for filing with the SEC.

           Submitted by the Audit Committee of the Board of Directors

                         Members of the Audit Committee

                          Barbara J. Kronk, Chairperson
                                Germaine M. Bell
                                  Mike Roberts

This report of the Audit Committee shall not be deemed incorporated by reference
by any general  statement  incorporating  by reference this Proxy Statement into
any filing  under the  Securities  Act of 1933,  as amended,  or the  Securities
Exchange  Act of 1934,  as  amended,  except  to the  extent  that  the  Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.


Independent Committee

The members of the Independent  Committee are all of the independent  directors,
Barbara J. Kronk, Germaine M. Bell and Mike Roberts. The primary function of the
Independent  Committee  is to assist the Board of  Directors on matters that may
come before it  requiring  independent  investigation  and/or  guidance.  During
fiscal year 2007, no matters were referred to the  Independent  Committee by the
Board of Directors. This committee met once during fiscal year 2007.

Corporate Governance and Nominating Committee

The members of the Corporate Governance and Nominating  Committee,  are James G.
Flanigan,  Barbara J. Kronk and Mike Roberts.  This committee is responsible for
nominating  individuals  to serve as members of our Board of  Directors  and for
establishing policies affecting corporate governance. Committee members, Barbara
J. Kronk and Mike Roberts are considered independent as defined under applicable
AMEX and SEC rules. The committee will consider properly recommended shareholder
nominations  for  directors.  This committee  operates  under a written  charter
adopted by the Board of Directors,  a copy of which is available on our website,
www.flanigans.net. The committee's policy is to identify and consider candidates
for election as directors, including candidates recommended by our shareholders.
For a description of the process for nominating directors,  see "About the Proxy
Materials  and the  Annual  Meeting  - How and when may I  submit  proposals  or
director  nominations  for inclusion in the Proxy  Statement for the 2009 Annual
Meeting?" This committee met once during fiscal year 2007.

Consideration of Director Nominees

The Corporate  Governance and Nominating Committee utilizes a variety of methods
for identifying and evaluating  nominees for director.  The committee  regularly
assesses  the  appropriate  size of the Board and whether any  vacancies  of the
Board are expected due to retirement or otherwise.  In the event that  vacancies
are anticipated, or otherwise arise, the

                                       14
<PAGE>


Corporate  Governance and Nominating  Committee will consider various  potential
candidates  for director.  Candidates may come to the attention of the committee
through current Board members,  shareholders or other persons. The committee has
not  paid  fees to any  third  party  to  identify,  evaluate  or to  assist  in
identifying or evaluating, potential nominees, but may determine it necessary in
the future.  These  candidates  will be evaluated  at meetings of the  Corporate
Governance and Nominating Committee.  Nominees recommended by persons other than
the current Board  members or executive  officers will be subject to the process
described in "About the Proxy  Materials  and the Annual  Meeting - How and when
may I submit  proposals  or  director  nominations  for  inclusion  in the Proxy
Statement for the 2009 Annual Meeting?"

In  evaluating  nominations  for  candidates  for  membership  on our  Board  of
Directors,  the  Corporate  Governance  and  Nominating  Committee  will seek to
achieve a balance of knowledge,  experience  and  capability on the Board and to
address the following membership criteria.  Members of the Board should have the
highest  professional  and  personal  ethics and values.  They should have broad
experience  at the  policy-making  level  in  business,  government,  education,
technology or public interest. They should be committed to enhancing shareholder
value and should have  sufficient  time to carry out their duties and to provide
insight and practical wisdom based on experience.  Their service on other boards
of public companies should be limited to a number that permits them, given their
individual circumstances, to perform responsibly all of their directors' duties.

Shareholder   Communications  and  Director  Attendance  at  Annual  Shareholder
Meetings

The Board welcomes  communications from shareholders and has adopted a procedure
for receiving and addressing such communications.  Shareholders may send written
communications to the entire Board or individual  directors,  addressing them to
Flanigan's  Enterprises,  Inc., 5059 N.E. 18th Avenue, Fort Lauderdale,  Florida
33334, Attention: Corporate Secretary. All such communications will be forwarded
to the full Board of  Directors  or to any  individual  director or directors to
whom the communication is directed unless the communication is clearly junk mail
or a mass mailing, a business solicitation,  advertisement or job inquiry, or is
unduly hostile, threatening,  illegal or similarly inappropriate,  in which case
the Company has the authority to discard the  communication  or take appropriate
legal action regarding the communication.

Recognizing  that  director  attendance  at  the  Company's  annual  meeting  of
shareholders  can provide  shareholders  with an opportunity to communicate with
members of the Board of Directors, it is the policy of the Board of Directors to
strongly  encourage,  but not  require,  the members of the Board to attend such
meetings. All of our directors attended the 2007 Annual Meeting of Shareholders.

Our policies  regarding  shareholder  communications  and  director  attendance,
(which  may be  modified  from time to  time),  can be found on our  website  at
www.flanigans.net
-----------------

                                       15
<PAGE>


Director Compensation

Members of our Board of  Directors  who are  employed by the  Company  presently
receive no additional  remuneration  for acting as directors.  We compensate our
non-employee  directors  at the rate of  $7,500  per  year,  plus  $250 for each
meeting of the Board of  Directors  attended.  In  addition,  we also  reimburse
directors for  reasonable  out-of-pocket  expenses  incurred in connection  with
their attendance at Board of Director meetings.  Four regularly  scheduled Board
of Director meetings are typically held during the fiscal year.

The following table sets forth the compensation paid by us during fiscal 2007 to
our non-employee directors:

                           DIRECTOR COMPENSATION TABLE

                               Annual Compensation
                               -------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                        Change in
                                                                      Pension Value
                                                                         and Non
                      Fees                                              qualified
                    Earned or                         Non-Equity        Deferred
                    Paid in     Stock      Option    Incentive Plan   Compensation      All Other      Total
      Name          Cash ($)    Awards     Awards    Compensation       Earnings      Compensation      ($)
      ----          --------    ------     ------    ------------       --------      ------------      ---
--------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>        <C>       <C>               <C>             <C>             <C>
Barbara J. Kronk      9,500     0          0         0                 0               0               9,500
--------------------------------------------------------------------------------------------------------------
Germaine M Bell       9,500     0          0         0                 0               0               9,500
--------------------------------------------------------------------------------------------------------------
Mike Roberts          9,500     0          0         0                 0               0               9,500
--------------------------------------------------------------------------------------------------------------
Patrick J. Flanigan   8,500     0          0         0                 0               0               8,500
--------------------------------------------------------------------------------------------------------------
Michael B. Flanigan   8,500     0          0         0                 0               0               8,500
--------------------------------------------------------------------------------------------------------------
</TABLE>

                      COMPENSATION DISCUSSION AND ANALYSIS

Compensation Program Objective

We do not have a compensation  committee.  Our Board of Directors is responsible
for establishing and  administering  our policies  governing the compensation of
our executive officers, who are appointed by our Board of Directors.  Because we
are a "controlled"  company as defined by the AMEX and SEC rules since more than
50% of our issued and outstanding  common stock is owned by the immediate family
of our Chairman of the Board of Directors  and other  officers and  directors of
the Company, we are not required to have (i) a compensation  committee comprised
of independent  directors,  or (ii) a majority of our independent members of our
Board  determine  or  recommend  to our Board,  the  compensation  levels of our
executive officers.

                                       16
<PAGE>


The  primary  objective  of our  executive  compensation  program is to attract,
motivate  and retain the  executive  talent  needed to  facilitate  our business
strategies  and  long-range  plans  and  to  optimize  shareholder  value  in  a
competitive environment.

Our Board of Directors  employs the  following  principles to provide an overall
framework for the compensation of our executive officers:

      o     reward outstanding performance;
      o     motivate  executive  officers  to  perform  to the  fullest of their
            abilities;
      o     tie a significant  portion of executives' total  compensation to our
            annual and  long-term  financial  performance  and the  creation  of
            incremental shareholder value;
      o     offer compensation  opportunities that attract and motivate the best
            talent; and
      o     retain those with  leadership  abilities  and skills  necessary  for
            building long-term stockholder value.

Compensation Categories

Our Board of Directors  considers all elements of compensation  when determining
total  compensation  and the individual  components of total  compensation.  Our
Board of Directors  allocates  total  compensation  between  currently  paid and
long-term compensation,  cash and non-cash compensation.  Our Board of Directors
believes that each of these  compensation  categories  provides  incentives  and
rewards that address different elements of the compensation  program's objective
and  when  considered  together  serve  to  achieve  our  overall   compensation
objectives.

Our Board of Directors  examines each of these factors in determining  the basis
for  allocating  compensation  to  each  different  form of  award,  such as the
relationship  of  the  award  to  the   achievement  of  our  long-term   goals,
management's  exposure to downside equity  performance  risk and the analysis of
cost to the company versus  expected  benefit to the executive.  As part of this
analysis,  our Board of Directors  believes  that a  meaningful  portion of each
executive's   compensation   should  be  placed   at-risk   and  linked  to  the
accomplishment  of specific results that are expected to lead to the creation of
value our shareholders from both the short-term and long-term perspectives.

Our Board of Directors  believes that currently paid cash compensation  provides
our executives with short-term  rewards for success in achieving  individual and
Company  performance  goals.  Currently  paid cash  consideration  includes base
salary and annual cash incentive  bonuses.  Our Board of Directors believes that
providing  executives with competitive  currently paid cash consideration is the
central element of attracting, retaining and motivating high quality executives.

Our Board of  Directors  believes  that  currently  paid  non-cash  compensation
provides  our  executives   with  the  same  benefits  as  currently  paid  cash
compensation.   Items  of  currently  paid  non-cash  compensation  for  certain
executive officers include a Company provided vehicle or car allowance,  Company
sponsored health insurance and other non-cash benefits.

                                       17
<PAGE>


Compensation Elements

Our executive compensation program consists primarily of the following elements:

Base Salary

Base  salary  is  used  to  recognize  the  experience,  skills,  knowledge  and
responsibilities  required  of our  executive  officers  in  their  roles.  When
establishing  the 2007 base  salaries of our executive  officers  other than the
Chief Executive Officer,  the Board of Directors considered a number of factors,
including the seniority of the individual,  the functional role of the position,
the level of the individual's responsibility,  the historical base salary of the
individual and  recommendations  from the Chief Executive Officer.  The Board of
Directors  considered  these same factors in establishing the base salary of the
Chief  Executive  Officer,  as  well as  additional  factors  such as the  Chief
Executive Officer's industry  experience and profile. In addition,  the Board of
Directors  considered   competitive  market  practices  with  respect  to  these
salaries,   although  it  did  not  set  base  salaries  according  to  specific
benchmarking standards.

The salaries of our executive  officers are reviewed on an annual basis, as well
as at the time of promotion or other  changes in  responsibilities  and modified
for merit, the general  performance of the Company,  the executive's  success in
meeting  or  exceeding  individual  performance  objectives  and if  significant
corporate  goals  were  achieved.  If  necessary,  the Board of  Directors  also
realigns  base  salaries  with  market  levels  for the  same  positions  in the
companies of similar size to the Company represented in the compensation data it
reviews.

Annual Incentive  Bonuses

Our   variable    compensation   program   includes   eligibility   for   annual
performance-based   and  discretionary   cash  bonuses  for  senior  management,
including each of our executive  officers.  In all cases, the amount of the cash
bonus  is  impacted  by our  results  of  operations.  The  awards  of  variable
compensation  to the Chief  Executive  Officer and our  executive  officers  are
reflected in the Summary Compensation Table below.

Employee Benefit Plans

We  provide  group  life and  health  insurance  plans for our hourly and salary
employees.  We also maintain a 401(k)  retirement plan for our hourly and salary
employees.  Pursuant  to the  plan,  participants  may  elect  to  make  pre-tax
contributions to the plan, subject to certain limitations imposed under the plan
and the Internal  Revenue  Code of 1986,  as amended.  In addition,  we may make
periodic discretionary contributions to the plan.

                                       18
<PAGE>


Other Benefits and Perquisites

We provide  the  opportunity  for our  executive  officers  to  receive  certain
perquisites and general health and welfare benefits.  We offer these benefits to
provide an additional incentive for our executives, to remain competitive in the
general  marketplace for executive talent and to enable our executives to better
focus on their performance.

We have or may provide the following  personal  benefits and  perquisites to our
executive officers:

o     eligibility  to  participate  in our health,  dental,  vision,  disability
      insurance and life  insurance  eligibility  to  participate in our health,
      dental,  vision,   disability  programs;   insurance  and  life  insurance
      programs, and;
o     a Company provided vehicle or car allowance,  along with the reimbursement
      of expenses  related to operating,  maintaining  and insuring the vehicle;
      and
o     eligibility  to  participate  in our 401(k)  retirement  plan,  subject to
      certain  limitations  imposed under the plan and the Internal Revenue Code
      of 1986.

Stock Option Grants in Last Fiscal Year.

We granted no stock options during the fiscal year 2007.

Stock Ownership Guidelines

We have not implemented stock ownership  guidelines for our executive  officers.
We will  continue to  periodically  review best  practices and  re-evaluate  our
position with respect to stock ownership guidelines.

                             EXECUTIVE COMPENSATION

         The following table sets forth  information  regarding the compensation
paid or  distributed  for  services  rendered by our  principal  executive,  our
principal  financial  officer  and our  other  executive  officers  whose  total
compensation  exceeded  $100,000   (collectively  the  "Named  Executives")  for
services  rendered  in all  capacities  to us during  the years  indicated.  For
purposes of this table,  compensation paid or distributed in one fiscal year may
include payment of bonuses accrued in a prior fiscal year.

<TABLE>
<CAPTION>

                                                                                          Change in
                              --------------------------------                             Pension
                                                                                             Non
                                                                          Non Equity       Deferred
                                                        Stock   Option  Incentive Plan   Compensation  All Other
Name and Principal Position   Year   Salary    Bonus    Awards  Awards   Compensation      Earnings   Compensation   Total (1)(5)(6)
---------------------------   ----   ------    -----    ------  ------   ------------      --------   ------------   --------------
<S>                           <C>    <C>      <C>       <C>     <C>       <C>              <C>         <C>            <C>
Joseph G. Flanigan, (3)       2007  $0        $0        $       $         $                $           $              $0
Chairman of the               2006   0         0                                                                       0
Board and Chief Executive     2005   50,000    39,000                                                                  89,000
Officer through January

James G. Flanigan (4)         2007  $150,000  $490,000  $       $         $                $           $27,000        $667,000 (2)
Chairman of the Board and     2006   150,000   261,000                                                  28,000         439,000

                                       19
<PAGE>

Chief Executive Officer       2005   150,000   174,000                                                  24,000         348,000

Jeffrey D. Kastner (4)        2007   145,000  $234,000  $       $         $                $           $               379,000
Chief Financial Officer       2006   145,000   158,000                                                                 303,000
General Counsel and           2005   145,000   145,000                                                                 290,000
Secretary


August Bucci (4)              2007   145,000  $251,000  $       $         $                $           $              $396,000
Chief Operating Officer       2006   145,000   175,000                                                                 320,000
and Executive Vice            2005   145,000   145,000                                                                 290,000
President


Jean Picard (4)               2007   80,000   $88,000   $       $         $                $           $              $168,000
Vice President o Package      2006   80,000    62,000                                                                  142,000
Operations                    2005   80,000    51,000                                                                  131,000

</TABLE>

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

(1)      This table does not include  incidental  personal benefits of a limited
         nature.  Although the amount of such  benefits and extent to which they
         are related to job performance cannot be ascertained  specifically,  we
         have concluded that the aggregate per Named Executive  Officer does not
         exceed $10,000.

(2)      Includes  the  amount  of the  premium  paid by the  Company  for  life
         insurance on Mr. Flanigan's life,  ($24,000 - 2007;  $25,000 - 2006 and
         $22,000  - 2005)  the  beneficiary  of  which  has been  designated  by
         Mr. Flanigan.

(3)      On June 3, 1987,  the Company  entered  into an  Employment  Agreement,
         ("Agreement"),  with  Joseph G.  Flanigan  effective  January 1 through
         December 31, 1988 and subject to one year extensions  unless either the
         Company or such executive delivered a notice that the term would not be
         extended.  Mr.  Flanigan  receives a base  salary of  $150,000,  plus a
         performance  bonus  equal to ten  percent of the  annual  income of the
         Company before income taxes,  depreciation and amortization,  in excess
         of $650,000,  excluding  extraordinary  items. The Agreement terminated
         upon the death of Mr. Flanigan on January 28, 2005.

(4)      Includes bonus amounts equal to 14% (for James G. Flanigan), 2.25% (for
         each of  Jeffrey  D.  Kastner  and  August  Bucci)  and 1.5%  (for Jean
         Picard),  of our annual income,  before income taxes,  depreciation and
         amortization,  which exceeds $650,000,  excluding  extraordinary items.
         These  amounts are  typically  paid within 45 days after the end of our
         fiscal  year and for our  fiscal  years  ended  2007,  2006  and  2005,
         amounted to  $306,600,  $366,000  and  $313,600  paid to Mr.  Flanigan;
         $49,300, $59,000 and $50,400 paid to each of Messrs. Kastner and Bucci;
         and $32,800, $39,000 and $33,600 paid to Mr. Picard.

         Also includes annual performance based bonus amounts payable to each of
         Messrs.  Kastner and Bucci equal to 5% of our pre-tax net income before
         depreciation  and amortization  from our Company owned  restaurants and
         our  share  of  the  pre-tax  net  income   before   depreciation   and
         amortization  from the  restaurants  owned by the limited  partnerships
         where we are the general  partner  and our share of the pre-tax  income
         before  depreciation and  amortization  from the restaurant owned by an

                                       20
<PAGE>

         unaffiliated  third party that we manage.  These  amounts are typically
         paid  within 120 days of the end of our fiscal  year and for our fiscal
         years ended 2007,  2006 and 2005  amounted to  $161,000,  $149,000  and
         $108,000 paid to each of Messrs. Kastner and Bucci.

         Also includes  annual  performance  based bonus amounts  payable to Mr.
         Picard , equal to 3% of our pre-tax net income before  depreciation and
         amortization  from our  Company  owned  package  liquor  stores.  These
         amounts  are  typically  paid  within 120 days of the end of our fiscal
         year and for our fiscal  years ended 2007,  2006 and 2005,  amounted to
         $21,600, $32,000 and $27,000, paid to Jean Picard.

(5)      Does not include the  following  cash  dividends  paid to our executive
         officers  and  directors  as  shareholders  of  the  Company,   not  as
         compensation.



                                         Annual Dividends
                                         ----------------

                                              Fiscal
            Name                               Year    Dividends Paid
            ----                               ----    --------------

            James G. Flanigan                  2007      $       --
            Chairman of the Board and          2006      $   66,220
            Chief Executive Officer            2005      $   52,431

            Jeffrey D. Kastner,                2007      $       --
            Chief Financial Officer            2006      $    7,113
            General Counsel and Secretary      2005      $    6,503

            August Bucci,                      2007      $       --
            Chief Operating Officer            2006      $   14,000
            and Executive Vice President       2005      $   12,800

            Jean Picard                        2007      $       --
            Vice President of Package          2006      $      375
            Operations                         2005      $      342

            Patrick J. Flanigan                2007      $       --
            Director                           2006      $   37,100
                                               2005      $   33,920

            Michael B. Flanigan                2007      $       --
            Director                           2006      $   42,551
                                               2005      $   48,903

            Christopher O'Neil                 2007      $       --
            Supervisor, Director               2006      $      385
                                               2005      $       --
                                               --------------------
            All Executive Officers             2007      $       --
                                               2006      $  167,744
                                               2005      $  154,899

(6)      Does not include any limited  partnership  distributions made by any of
         the affiliated limited partnerships or any franchise or management fees
         paid  by  franchisees,  which  are  affiliated  with  any of the  Named
         Executives. See "Related Party Transactions".

                                       21
<PAGE>

Outstanding Equity Awards

      The  following  table  sets  forth  certain  information  with  respect to
outstanding  equity  awards at  September  29,  2007 with  respect  to the Named
Executives.


               Outstanding Equity Awards at Fiscal Year-End Table

<TABLE>
<CAPTION>

                                                   Option Awards                                Stock Awards
                                                   -------------                                ------------
                                                                                                                           Equity
                                                                                                                 Equity  Incentive
                                                                                                               Incentive    Plan
                                                                                                                  Plan     Awards:
                                                                                                                 Awards:   Market
                                                              Equity                                            Number of    or
                                                             Incentive                        Number   Market   Unearned    Payout
                                                               Plan                            of     Value of   Shares   Value of
                                   Number        Number       Awards:                         Shares   Shares     or      Unearned
                                     of            of       Number of                          of        of      Other    Shares or
                                 Securities    Securities   Securities                        Stock    Stock     Rights     Other
                                  Underlying   Underlying   Underlying                         That     That      That     Rights
                                 Unexercised   Unexercised  Unexercised   Option               Have     Have      Have      That
                                   Options       Options     Unearned    Exercise   Option     Not      Not       Not     Have Not
                                     (#)      Unexercisable   Options     Price   Expiration  Vested   Vested    Vested    Vested
         Name                     Exercisable      (1)          (#)        ($)       Date      (#)      ($)       (#)        ($)
--------------------------------  ----------- ------------- ----------- --------- ---------- ------- --------- --------- -----------
<S>                                 <C>             <C>         <C>        <C>       <C>       <C>      <C>        <C>       <C>
James G. Flanigan                   10,000                                 6.35     5/20/09
   Chief Executive Officer
Jeffrey D. Kastner                   7,500                                 6.35     5/20/09
   Chief Financial Officer,
   General Counsel and
   Secretary
August Bucci                         7,500                                 6.35     5/20/09
   Chief Operating Officer and
   Executive Vice President
Jean Picard
   Vice President of Package
   Operations

</TABLE>

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

                                       22
<PAGE>

Option Exercises and Shares Vested

      The following table sets forth certain  information with respect to option
and stock exercises during the fiscal year ended September 29, 2007 with respect
to the Named Executives.

<TABLE>
<CAPTION>
                                                              Option Awards                       Stock Awards
                                                     --------------------------------   -------------------------------
                                                                                          Number of
                                                       Number of       Value Realized      Shares
                                                     Shares Acquire     on Exercise      Acquired on     Value Realized
Name and Principal Position                          on Exercise (#)        ($)           Vesting (#)    on Vesting ($)
------------------------------------------------     ---------------   --------------   -------------    --------------
<S>                                                         <C>              <C>              <C>               <C>
James G. Flanigan                                           0                                 0
   Chief Executive Officer
Jeffrey D. Kastner                                          0                                 0                 $
   Chief Financial Officer, General Counsel and
August Bucci                                                0                                 0                 $
   Chief Operating Officer and Executive Vice
Jean Picard                                                 0                                 0                 $
   Vice President of Package Operations

</TABLE>

Pension Benefits

         We do not have any plan that  provides for  payments or other  benefits
at, following, or in connection with, retirement.

Nonqualified Deferred Compensation

         We do not have any plan that provides for deferred compensation.

                           RELATED PARTY TRANSACTIONS


Affiliated Franchises
---------------------


Coconut Grove, Florida

James G.  Flanigan,  our  Chairman of the Board of  Directors,  Chief  Executive
Officer and President of the Company,  and Michael B. Flanigan,  a member of our
Board of Directors and James G. Flanigan's brother, are each a 35.24% owner of a
company  which  has a  franchise  arrangement  with  us for the  operation  of a
combination  restaurant/package  liquor store located in Coconut Grove, Florida.
James G. Flanigan manages the day-to-day  business operations of this franchised
location.  During  fiscal  year  2007,  this  franchised  location's  operations
generated  $6,887,447  in gross  revenues  and paid to us $160,263 in  franchise
fees.

                                       23
<PAGE>

Pompano Beach, Florida

Patrick G.  Flanigan,  brother to both James G. Flanigan and Michael B. Flanigan
and a member of our Board of Directors,  also owns 100% of a company which has a
franchise   arrangement   with   us  for   the   operation   of  a   combination
restaurant/package  liquor store located in Pompano Beach,  Florida.  Patrick G.
Flanigan manages the day-to-day business operations of this franchised location.
During  fiscal  year  2007,  this  franchised  location's  operations  generated
$4,560,828 in gross revenues and paid to us $118,629 in franchise fees.


Boca Raton, Florida

James G.  Flanigan  owns 100% of a company  which  manages  a  restaurant  for a
company  which  has a  franchise  arrangement  with  us for the  operation  of a
restaurant  located  in Boca  Raton,  Florida.  James G.  Flanigan  manages  the
day-to-day business operations of this franchised  location.  During fiscal year
2007,  this  franchised  location's  operations  generated  $3,247,500  in gross
revenues and paid to us $97,287 in franchise fees. .


Deerfield Beach, Florida

Our  officers  and  directors  collectively  own 30% of a  company  which  has a
franchise   arrangement   with   us  for   the   operation   of  a   combination
restaurant/package  liquor  store  located  in  Deerfield  Beach,  Florida.  The
shareholder  interest of the Chairman's  family  represents an additional 60% of
the total invested  capital.  The Company manages the day- to- day operations of
this franchised  location.  During fiscal year 2007, this franchised  location's
operations  generated  $2,487,543  in gross  revenues  and paid to us $59,846 in
franchise and management fees.


Fort Lauderdale, Florida

Patrick G. Flanigan is the sole general  partner and a 25% limited  partner in a
limited partnership which has a franchise  arrangement with us for the operation
of a restaurant located in Fort Lauderdale, Florida. Patrick G. Flanigan manages
the  day-to-day  operations of this  franchised  location.  The Company is a 25%
limited  partner in this limited  partnership  and officers and directors of the
Company  (excluding  Patrick  G.  Flanigan)  own  an  additional  32.6%  limited
partnership interest in this franchised location.  During fiscal year 2007, this
franchised location's operations generated $2,264,665 in gross revenues and paid
to us $67,940 in franchise fees.


Affiliated Limited Partnerships
-------------------------------

Surfside, Florida

We are the sole  general  partner  and a 42%  limited  partner  in this  limited
partnership which has owned and operated a restaurant in Surfside, Florida under
our  "Flanigan's  Seafood Bar and Grill"  service  mark since March 6, 1998.  An
additional 34.7% limited partnership

                                       24
<PAGE>

interest is  collectively  beneficially  owned by our officers and  directors or
their families.


Kendall, Florida

We are the sole  general  partner  and a 40%  limited  partner  in this  limited
partnership which has owned and operated a restaurant in Kendall,  Florida under
our  "Flanigan's  Seafood Bar and Grill"  service  mark since April 4, 2000.  An
additional 29.5% limited partnership interest is collectively beneficially owned
by our officers and directors or their families.


West Miami, Florida

We are the sole  general  partner  and a 25%  limited  partner  in this  limited
partnership  which has owned and  operated a restaurant  in West Miami,  Florida
under our  "Flanigan's  Seafood Bar and Grill"  service  mark since  October 11,
2001.  An  additional  42.4%  limited   partnership   interest  is  collectively
beneficially owned by our officers and directors or their families.


Weston, Florida

We are the sole  general  partner  and a 28%  limited  partner  in this  limited
partnership  which has owned and operated a restaurant in Weston,  Florida under
our  "Flanigan's  Seafood Bar and Grill" service mark since January 20, 2003. An
additional 34.3% limited partnership interest is collectively beneficially owned
by our officers and directors or their families.


Stuart, Florida

We are  the  sole  general  partner  and 12%  limited  partner  in this  limited
partnership  which has owned and  operated a  restaurant  in a Howard  Johnson's
Hotel in Stuart,  Florida under our  "Flanigan's  Seafood Bar and Grill" service
mark since January 11, 2004. An additional 31.0% limited partnership interest is
collectively beneficially owned by our officers and directors or their families.


Wellington, Florida

We are the sole  general  partner  and a 26%  limited  partner  in this  limited
partnership  which has owned and operated a restaurant  in  Wellington,  Florida
under our "Flanigan's Seafood Bar and Grill" service mark since May 27, 2005. An
additional 25.1% limited partnership interest is collectively beneficially owned
by our officers and directors or their families


Pinecrest, Florida

We are the sole  general  partner  and a 39%  limited  partner  in this  limited
partnership  which has owned and operated a  restaurant  in  Pinecrest,  Florida
under our "Flanigan's Seafood Bar and Grill" service mark since August 14, 2006.
An additional 14.9% limited  partnership  interest is collectively  beneficially
owned by our officers and directors or their families.

                                       25
<PAGE>

Pembroke Pines, Florida

We are the sole  general  partner  and a 16%  limited  partner  in this  limited
partnership which has owned and operated a restaurant in Pembroke Pines, Florida
under our  "Flanigan's  Seafood Bar and Grill"  service  mark since  October 29,
2007.  An  additional  14.9%  limited   partnership   interest  is  collectively
beneficially owned by our officers and directors or their families.


Davie, Florida

We are the sole  general  partner  and a 48%  limited  partner  in this  limited
partnership  which  raised  funds  through  a private  offering  to close on the
purchase of a restaurant location in Davie, Florida and to renovate the same for
operation as a "Flanigan's Seafood Bar and Grill" restaurant. An additional 9.5%
limited partnership interest is collectively  beneficially owned by our officers
and directors or their families.  We expect this restaurant to open for business
during the third quarter of our fiscal year 2008.

During our fiscal  years 2007,  2006 and 2005,  our  executive  officers  and/or
directors  received  the  following  distributions  as limited  partners  of the
above-described limited partnerships and not as compensation:

<TABLE>
<CAPTION>
                                                        Annual Distributions from Affiliated Limited Partnerships
                                                        ---------------------------------------------------------

                              Fiscal  Surfside,    Kendall,    W. Miami    Weston      Stuart    Wellington  Pinecrest
Names                          Year      Fl.         Fl.          Fl.        Fl.         Fl.          Fl.        Fl.        Total
-----                          ----   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
<S>                            <C>    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
James G. Flanigan,             2007   $   4,200   $  42,900   $  24,750   $  11,419   $      --   $   2,375   $   1,500   $  87,144
Chairman of the Board          2006   $   7,500   $  43,725   $  32,850   $  10,150   $     500   $   5,625               $ 100,350
and Chief Executive Officer    2005   $   8,750   $  37,950   $  40,950   $  10,150   $   1,000   $   1,250               $ 100,050

Jeffrey D. Kastner,            2007   $   2,100               $   2,750   $   1,630   $      --   $   4,750   $   3,500   $  14,730
Chief Financial Officer,       2006   $   3,750               $   3,650   $   1,450   $   1,000   $  11,250                  21,100
General Counsel and Sec'y      2005   $   4,375               $   4,550   $   1,450   $   2,000   $   2,500                  14,875

August H. Bucci,               2007   $     840   $   6.500   $   6,600   $   6,525   $      --   $   4,750   $   3,500   $  28,715
Chief Operating Officer and    2006   $   1,500   $   6,625   $   8,760   $   5,800   $   2,500   $  11,250               $  36,435
Executive Vice President       2005   $   1,750   $   5,750   $  10,920   $   5,800   $   5,000   $   2,500               $  31,720

Jean Picard,                   2007   $     840   $   1.300   $   1,100   $     753   $      --   $     950   $     500   $   5,443
Vice President of Package      2006   $   1,500   $   1,325   $   1,460   $     580   $     250   $   2,250               $   7,365
Store Operations               2005   $   1,750   $   1,150   $   1,820   $     580   $     500   $     500               $   6,300

Patrick J. Flanigan,           2007   $   2,100   $   1.300   $  11,000   $   9,135   $      --   $   4,750   $   1,500   $  29,785
Director                       2006   $   3,750   $   1,325   $  14,600   $   8,120   $   6,000   $  11,250               $  45,045
                               2005   $   4,375   $   1,150   $  18,200   $   8,120   $  12,000   $   2,500               $  46,345

Michael B. Flanigan,           2007   $   7,140   $  42.900   $  27,500   $  21,859   $      --   $   9,500   $  15,500   $ 124,399
Director                       2006   $  12,750   $  43,725   $  36,500   $  19,430   $   6,000   $  22,500               $ 140,905
                               2005   $  14,875   $  37,950   $  45,500   $  19,430   $  12,000   $   5,000               $ 134,755

Christopher O'Neil,            2007                                                   $      --   $   1,900   $   2,000   $   3,900
Supervisor, Director           2006                                                   $     500   $   4,500               $   5,000
                               2005                                                   $   1,000   $   1,000               $   2,000

Mike Roberts                   2007   $     840                           $     753   $      --                           $   1,593
Director                       2006   $   1,500                           $     580   $     250                           $   2,330
                               2005   $   1,750                           $     580   $     500                           $   2,830

                                       26
<PAGE>

Germaine M. Bell,              2007   $     420                                                                           $     420
Director                       2006   $     750                                                                           $     750
                               2005   $     875                                                                           $     875

All Executive Officers         2007   $  18,480   $  94.900   $  73,700   $  52,074   $      --   $  28,975   $  28,000   $ 296,129
and Directors                  2006   $  33,000   $  96,725   $  97,820   $  46,110   $  17,000   $  68,625               $ 359,280
                               2005   $  38,500   $  83,950   $ 121,940   $  46,110   $  34,000   $  15,250               $ 339,750
</TABLE>

Each of the above  transactions  was  reviewed by the Board of  Directors at the
time made and were, in the opinion of management and the Board,  entered into on
terms  which were no less  favorable  to the  Company  than could be obtained in
similar transactions with disinterested third parties.

                          INDEPENDENT PUBLIC ACCOUNTANT

We  retained  Rachlin  Cohen & Holtz,  LLP,  which firm  acted as our  principal
accountant during fiscal year 2007, as our principal  accountant for fiscal year
2008. A  representative  of Rachlin Cohen & Holtz, LLP is expected to be present
at the Annual  Meeting;  will have an opportunity to make a statement,  if he or
she so  desires;  and is  expected  to be  available  to respond to  appropriate
questions.

                                    AUDIT FEE

In our fiscal year ended September 29, 2007, we paid Rachlin Cohen & Holtz, LLP,
$123,000 in connection  with the  preparation of our annual audit and our filing
on Form 10-K and $70,000 for the quarterly review of our filings on Form 10-Q.

In the fiscal year ended September 30, 2006, we paid Rachlin Cohen & Holtz, LLP,
$108,000 in connection  with the  preparation of our annual audit and our filing
on Form 10-K and $53,000 for the quarterly review of our filings on Form 10-Q.

           AUDIT COMMITTEE POLICY REGARDING PRE-APPROVAL OF AUDIT AND
           PERMISSIBLE NON-AUDIT SERVICES OF OUR INDEPENDENT AUDITORS

Our Audit  Committee has  established a policy that generally  requires that all
audit and permissible  nonaudit services  provided by the Company's  independent
auditors will be pre-approved by the Audit Committee. These services may include
audit services,  audit-related  services, tax services and other services.  From
the time that the recently adopted  pre-approval  requirements became effective,
all  permissible  non-audit  services  provided  by  the  Company's  independent
auditors have been  pre-approved  by the Company's  Audit  Committee.  Our Audit
Committee has  considered  whether the  provision of services  under the heading
"All Other Fees" is compatible with  maintaining the  accountants'  independence
and determined that it is consistent with such independence.

                                       27
<PAGE>

           FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES

Rachlin  Cohen & Holtz,  LLP did not perform  any  services or bill any fees for
direct  or  indirect  operation  and/or  supervision  of  the  operation  of our
information  systems,  management of our local area network and/or  designing or
implementing  a  hardware  or  software  system  that  aggregates   source  data
underlying  the  financial   statements  or  generates   information   that  are
significant  to our  financial  statements  taken as a whole for our fiscal year
ended September 29, 2007.

                                 ALL OTHER FEES

In our fiscal year ended September 29, 2007, we paid Rachlin Cohen & Holtz,  LLP
an  aggregate  of $35,000  for the  preparation  of our income tax  returns  and
$12,000 in connection with the IRS audit of our income tax return for the fiscal
year ended October 1, 2005.

In our fiscal year ended September 30, 2006, we paid Rachlin Cohen & Holtz,  LLP
an  aggregate  of $32,000  for the  preparation  of our income tax  returns  and
assistance in preparing our personal property tax returns.

In each of our fiscal years ended  September 29, 2007 and September 30, 2006, we
paid  Rachlin  Cohen & Holtz,  LLP $10,000 in  connection  with the audit of our
401(k) Plan.

The Audit  Committee has considered the provisions for services by Rachlin Cohen
& Holtz,  LLP, other than services  rendered in connection  with auditing of our
annual financial  statements and reviewing our interim financial  statements and
determined   that  the  provisions  for  these  services  are  compatible   with
maintaining the independence of Rachlin Cohen & Holtz, LLP.

                  STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING

The rules and  regulations  of the  Securities  and Exchange  Commission  afford
shareholders  the right to submit  proposals to us which we must then include in
our proxy  materials  and which will be voted on by  shareholders  at the Annual
Meeting next ensuing. Under these regulations any shareholder desiring to submit
a proposal to be voted on at our 2009 Annual  Meeting  must deliver the proposal
to us no later than September 26, 2008.

                            AVAILABILITY OF FORM 10-K

We will furnish,  upon request and without charge to each  shareholder from whom
we solicit a proxy,  a copy of our current  annual report on Form 10-K,  without
exhibits, filed with the SEC. Requests should be in writing and addressed to our
corporate headquarters,  5059 N.E. 18th Avenue, Fort Lauderdale,  Florida 33334.
Attn: Corporate Secretary

                                       28
<PAGE>

                                 OTHER MATTERS

As of the date of this proxy statement, we do not intend to present and have not
been informed that any other person  intends to present,  any matters for action
at the meeting other than those  specifically  referred to herein.  If, however,
any other  matters are properly  presented at the meeting it is the intention of
the persons named in the proxies to vote the shares of stock represented thereby
in accordance with their best judgment on such matters.


                                    BY ORDER OF THE BOARD OF DIRECTORS


                                    Jeffrey D. Kastner
                                    Secretary

                                    January 25, 2008


                                       29
<PAGE>

[X]  PLEASE MARK VOTES             REVOCABLE PROXY
     AS IN THIS EXAMPLE     FLANIGAN'S ENTERPRISES, INC.


Proxy  Solicited on Behalf of the Board of Directors of Flanigan's  Enterprises,
Inc. for Annual Meeting of Shareholders February 29, 2008

The  undersigned  shareholder  of  Flanigan's   Enterprises,   Inc.,  a  Florida
corporation (the "Company")  hereby  constitutes and appoints Jeffrey D. Kastner
and James G.  Flanigan,  jointly and severally as his true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned at
the Annual Meeting of Shareholders of Flanigan's Enterprises, Inc, to be held at
the Company's executive offices, 5059 N.E. 18th Avenue, Ft. Lauderdale, FL 33334
on  Friday,  February  29,  2008  at  10:00  A.M.  and  at any  adjournments  or
postponements thereof, to cast, on behalf of the undersigned, all votes that the
undersigned  is entitled to cast at such meeting and  otherwise to represent the
undersigned  at the meeting  with all powers  possessed  by the  undersigned  if
personally present at the meeting.  The undersigned hereby acknowledges  receipt
of the Notice of Annual Meeting of Shareholders and revokes any proxy heretofore
given with respect to such meeting.

         Please sign exactly as name appears below.


                                                                  With-  For All
                                                           For    hold   Except
1.    ELECTION OF DIRECTORS.                               [_]    [_]    [_]

      Nominees:

      August Bucci, Germaine M. Bell, Patrick J. Flanigan

INSTRUCTION:To  withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.

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2.    In their  discretion  upon other  matters as may properly  come before the
      meeting.

      This proxy, when properly  executed,  will be voted in the manner directed
herein by the undersigned stockholder.  If no direction is made, this proxy will
be voted for Proposal one.

      When  shares  are  held by  joint  tenants,  both  must  sign.  Executors,
administrators,  trustees, etc. should give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer.

                                                        ------------------------
         Please be sure to sign and date                | Date                 |
           this Proxy in the box below.                 |                      |
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|                                                                              |
|                                                                              |
-----------Stockholder sign above----------Co-holder (if any) sign above-------

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             Detach above card, sign, date and mail in postage paid
                               envelope provided.


                          FLANIGAN'S ENTERPRISES, INC.
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                               PLEASE ACT PROMPTLY
                     SIGN, DATE &MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED,  PLEASE  CORRECT THE ADDRESS IN THE SPACE  PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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