Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 30, 2005


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         Flatbush Federal Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                       11-3700733
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              2146 Nostrand Avenue
                            Brooklyn, New York 11210
                    (Address of Principal Executive Offices)

                              Anthony J. Monteverdi
                              2146 Nostrand Avenue
                            Brooklyn, New York 11210
                     (Name and Address of Agent for Service)


                       2004 Flatbush Federal Bancorp, Inc.
                          Incentive Stock Benefit Plan
                            (Full Title of the Plan)

                                   Copies to:

       Anthony J. Monteverdi                      Marc P. Levy, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
    Flatbush Federal Bancorp, Inc.          5335 Wisconsin Ave., N.W., Suite 400
         2146 Nostrand Avenue                      Washington, D.C. 20015
       Brooklyn, New York 11210                        (202) 274-2000
           (718) 859-6800
    (Name, Address and Telephone
     Number of Agent for Service)


                            ________________________

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                              <C>                    <C>                <C>                    <C>
Common stock, par value
$0.01 per share                  46,056 (4)             $ 11.63(3)         $  535,631                $   63

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

Common stock, par value
$0.01 per share                 115,487 (5)             $ 11.75(2)         $1,356,972                $  160

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

         Totals                 161,543                                    $1,892,603                $  223
====================================================================================================================
<FN>


___________________________

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the 2004  Flatbush  Federal  Bancorp,  Inc.  Incentive  Stock  Benefit Plan
     ("Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend or
     similar  adjustment  of the  outstanding  common stock of Flatbush  Federal
     Bancorp, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).
(3)  Determined  by  reference  to the fair market  value of the common stock on
     March 24, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the Stock Benefit Plan for any stock options that have been
     granted.
</FN>
</TABLE>

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Benefit Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.



                                       2
<PAGE>


PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Flatbush
Federal Bancorp, Inc. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:

         a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 (Commission File No. 000-50377), filed with the Commission on
March 29, 2004 pursuant to Section 13(a) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act");

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual Report on Form 10-K referred to in (a) above;
and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on August 22, 2003
(Commission File No. 000-50377).

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Annual Report on Form 10-KSB to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Annual Report on Form 10-KSB.

         The Company shall furnish without charge to each person to whom the
Annual Report is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to Anthony J. Monteverdi, Chairman of the Board, President and Chief
Executive Officer, Flatbush Federal Bancorp, Inc., 2146 Nostrand Avenue,
Brooklyn, New York 11210, telephone number (718) 859-6800.

         All information appearing in this Registration Statement and the Annual
Report on Form 10-K is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of Flatbush Federal Bancorp,
Inc. Although there are no indemnification provisions in the charter and bylaws
of the Registrant, all the directors and officers of the Registrant hold the
same position with Flatbush Federal Bancorp, Inc. and have indemnification under
OTS Regulations as described below.

                                       3
<PAGE>


         Generally, federal regulations define areas for indemnity coverage for
federal savings associations as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

               (i)  Any amount  for which that  person  becomes  liable  under a
                    judgment in such action; and

               (ii) Reasonable   costs  and   expenses,   including   reasonable
                    attorneys' fees, actually paid or incurred by that person in
                    defending or settling  such action,  or in enforcing  his or
                    her  rights  under  this  section  if he or  she  attains  a
                    favorable judgment in such enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

               (i)  Final judgment on the merits is in his or her favor; or

               (ii) In case of:

                    a.   Settlement,

                    b.   Final judgment against him or her, or

                    c.   Final  judgment in his or her favor,  other than on the
                         merits, if a majority of the disinterested directors of
                         the savings  association  determine  that he or she was
                         acting  in good  faith  within  the scope of his or her
                         employment  or authority as he or she could  reasonably
                         have  perceived  it under the  circumstances  and for a
                         purpose he or she could  reasonably have believed under
                         the  circumstances  was in  the  best  interest  of the
                         savings   association  or  its  members.   However,  no
                         indemnification  shall be made  unless the  association
                         gives  the  Office  at  least  60  days  notice  of its
                         intention  to make such  indemnification.  Such  notice
                         shall  state the facts on which the action  arose,  the
                         terms of any  settlement,  and any  disposition  of the
                         action by a court.  Such notice, a copy thereof,  and a
                         certified  copy  of  the   resolution   containing  the
                         required  determination by the board of directors shall
                         be sent to the Regional  Director,  who shall  promptly
                         acknowledge  receipt  thereof.  The notice period shall
                         run   from   the   date  of  such   receipt.   No  such
                         indemnification  shall be made if the OTS  advises  the
                         association in writing,  within such notice period,  of
                         its objection thereto.

          (c) As used in this paragraph:

               (i)  "Action" means any judicial or administrative proceeding, or
                    threatened   proceeding,   whether   civil,   criminal,   or
                    otherwise,  including  any  appeal or other  proceeding  for
                    review;

               (ii) "Court" includes,  without limitation, any court to which or
                    in which any appeal or any proceeding for review is brought;

               (iii)"Final Judgment" means a judgment, decree, or order which is
                    not  appealable  or as to which the  period  for  appeal has
                    expired with no appeal taken;

               (iv) "Settlement"  includes the entry of a judgment by consent or
                    confession or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4

<PAGE>


Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

 Regulation S-K                                                                           Reference to Prior Filing
     Exhibit                                                                             or Exhibit No. attached
     Number                                    Document                                            hereto
     ------                                    --------                                            ------

       <S>        <C>                                                                              <C>
       4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, P.C.                                  Exhibit 5

       10         2004 Flatbush Federal Bancorp, Inc. Incentive Stock Benefit Plan                    **

      23.1        Consent of Luse Gorman Pomerenk & Schick, P.C                             Contained in Exhibit 5

      23.2        Consent of Radics & Co. LLC                                                    Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page

<FN>
________________
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-106557), originally filed by the Company
     under the Securities Act of 1933 with the Commission on June 27, 2003, and
     all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to the Company's Proxy Statement relating to the
     Company's November 29, 2004 special meeting of stockholders, filed by the
     Company with the Commission on October 19, 2004.
</FN>
</TABLE>

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Brooklyn, New York, on this 29th day
of March, 2005.

                                             FLATBUSH FEDERAL BANCORP, INC.


                                        By:  /s/ Anthony J. Monteverdi
                                             -----------------------------------
                                             Anthony J. Monteverdi
                                             President and Chief Executive
                                             Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Flatbush  Federal  Bancorp,
Inc.  (the  "Company")  hereby  severally  constitute  and  appoint  Anthony  J.
Monteverdi as our true and lawful  attorney and agent,  to do any and all things
in our names in the capacities  indicated below which said Anthony J. Monteverdi
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
common stock underlying the 2004 Flatbush Federal Bancorp,  Inc. Incentive Stock
Benefit Plan, including specifically, but not limited to, power and authority to
sign for us in our names in the  capacities  indicated  below  the  registration
statement  and any  and all  amendments  (including  post-effective  amendments)
thereto;  and we hereby  approve,  ratify and confirm  all that said  Anthony J.
Monteverdi shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.


Signatures                    Title                             Date
----------                    -----                             ----

/s/ Anthony J. Monteverdi     Chairman, President and           March 29, 2005
-------------------------
Anthony J. Monteverdi         Chief Executive Officer
                              (Principal Executive Officer)


/s/ John S. Lotardo           Vice President and                March 29, 2005
-------------------------
John S. Lotardo               Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)


/s/ Jesus R. Adia             Executive Vice President          March 29, 2005
-------------------------
Jesus R. Adia                 and Director



/s/ Alfred S. Pantaleone      Director                          March 29, 2005
-------------------------
Alfred S. Pantaleone


<PAGE>


/s/ Anthony V. Rumolo         Director                          March 29, 2005
-------------------------
Anthony V. Rumolo



/s/ D. John Antoniello        Director                          March 29, 2005
-------------------------
D. John Antoniello



/s/ John F. Antoniello        Director                          March 29, 2005
-------------------------
John F. Antoniello



/s/ Patricia A. McKinley      Director                          March 29, 2005
-------------------------
Patricia A. McKinley



/s/ Charles V. Vorbach        Director                          March 29, 2005
-------------------------
Charles V. Vorbach




<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------

         4                 Form of Common Stock Certificate (Incorporated by
                           reference to Exhibit 4 to the Registration Statement
                           on Form SB-2 (Commission File No. 333-106557),
                           originally filed by the Company under the Securities
                           Act of 1933 with the Commission on June 27, 2003 and
                           all amendments or reports filed for the purpose of
                           updating such description).

         5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10                2004 Flatbush Federal Bancorp, Inc. Incentive Stock
                           Benefit Plan*

         23.1              Consent of Luse  Gorman  Pomerenk & Schick,  P.C.
                           (contained  in the opinion included as Exhibit 5).

         23.2              Consent of Radics & Co. LLC

         24                Power of Attorney (contained in the signature page to
                           this Registration Statement).

------------------
*    Incorporated by reference to the Company's Proxy Statement relating to the
     Company's November 29, 2004 special meeting of stockholders, filed by the
     Company with the Commission on October 19, 2004.
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{"company-data": {"conformed-name": "FLATBUSH FEDERAL BANCORP INC", "cik": "0001243496", "assigned-sic": "6021", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123670", "film-number": "05712731"}, "business-address": {"street1": "2146 NOSTRAND AVE", "city": "BROOKLYN", "state": "NY", "zip": "11210", "phone": "7188596800"}, "mail-address": {"street1": "2146 NOSTRAND AVE", "city": "BROOKLYN", "state": "NY", "zip": "11210"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 30, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         Flatbush Federal Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                       11-3700733
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              2146 Nostrand Avenue
                            Brooklyn, New York 11210
                    (Address of Principal Executive Offices)

                              Anthony J. Monteverdi
                              2146 Nostrand Avenue
                            Brooklyn, New York 11210
                     (Name and Address of Agent for Service)

                       2004 Flatbush Federal Bancorp, Inc.
                          Incentive Stock Benefit Plan
                            (Full Title of the Plan)

                                   Copies to:

       Anthony J. Monteverdi                      Marc P. Levy, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
    Flatbush Federal Bancorp, Inc.          5335 Wisconsin Ave., N.W., Suite 400
         2146 Nostrand Avenue                      Washington, D.C. 20015
       Brooklyn, New York 11210                        (202) 274-2000
           (718) 859-6800
    (Name, Address and Telephone
     Number of Agent for Service)

                            ________________________

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]
CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  46,056 (4)             $ 11.63(3)         $  535,631                $   63

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

Common stock, par value
$0.01 per share                 115,487 (5)             $ 11.75(2)         $1,356,972                $  160

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

         Totals                 161,543                                    $1,892,603                $  223
====================================================================================================================
___________________________

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the 2004  Flatbush  Federal  Bancorp,  Inc.  Incentive  Stock  Benefit Plan
     ("Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend or
     similar  adjustment  of the  outstanding  common stock of Flatbush  Federal
     Bancorp, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2)  Determined by the exercise price of options  pursuant to 17 C.F.R.  Section
     230.457(h)(1).
(3)  Determined  by  reference  to the fair market  value of the common stock on
     March 24, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(5)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the Stock Benefit Plan for any stock options that have been
     granted.
This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Benefit Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       2
PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Flatbush
Federal Bancorp, Inc. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:

         a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 (Commission File No. 000-50377), filed with the Commission on
March 29, 2004 pursuant to Section 13(a) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act");

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual Report on Form 10-K referred to in (a) above;
and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on August 22, 2003
(Commission File No. 000-50377).

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Annual Report on Form 10-KSB to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Annual Report on Form 10-KSB.

         The Company shall furnish without charge to each person to whom the
Annual Report is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to Anthony J. Monteverdi, Chairman of the Board, President and Chief
Executive Officer, Flatbush Federal Bancorp, Inc., 2146 Nostrand Avenue,
Brooklyn, New York 11210, telephone number (718) 859-6800.

         All information appearing in this Registration Statement and the Annual
Report on Form 10-K is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of Flatbush Federal Bancorp,
Inc. Although there are no indemnification provisions in the charter and bylaws
of the Registrant, all the directors and officers of the Registrant hold the
same position with Flatbush Federal Bancorp, Inc. and have indemnification under
OTS Regulations as described below.

                                       3
Generally, federal regulations define areas for indemnity coverage for
federal savings associations as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

               (i)  Any amount  for which that  person  becomes  liable  under a
                    judgment in such action; and

               (ii) Reasonable   costs  and   expenses,   including   reasonable
                    attorneys' fees, actually paid or incurred by that person in
                    defending or settling  such action,  or in enforcing  his or
                    her  rights  under  this  section  if he or  she  attains  a
                    favorable judgment in such enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

               (i)  Final judgment on the merits is in his or her favor; or

               (ii) In case of:

                    a.   Settlement,

                    b.   Final judgment against him or her, or

                    c.   Final  judgment in his or her favor,  other than on the
                         merits, if a majority of the disinterested directors of
                         the savings  association  determine  that he or she was
                         acting  in good  faith  within  the scope of his or her
                         employment  or authority as he or she could  reasonably
                         have  perceived  it under the  circumstances  and for a
                         purpose he or she could  reasonably have believed under
                         the  circumstances  was in  the  best  interest  of the
                         savings   association  or  its  members.   However,  no
                         indemnification  shall be made  unless the  association
                         gives  the  Office  at  least  60  days  notice  of its
                         intention  to make such  indemnification.  Such  notice
                         shall  state the facts on which the action  arose,  the
                         terms of any  settlement,  and any  disposition  of the
                         action by a court.  Such notice, a copy thereof,  and a
                         certified  copy  of  the   resolution   containing  the
                         required  determination by the board of directors shall
                         be sent to the Regional  Director,  who shall  promptly
                         acknowledge  receipt  thereof.  The notice period shall
                         run   from   the   date  of  such   receipt.   No  such
                         indemnification  shall be made if the OTS  advises  the
                         association in writing,  within such notice period,  of
                         its objection thereto.

          (c) As used in this paragraph:

               (i)  "Action" means any judicial or administrative proceeding, or
                    threatened   proceeding,   whether   civil,   criminal,   or
                    otherwise,  including  any  appeal or other  proceeding  for
                    review;

               (ii) "Court" includes,  without limitation, any court to which or
                    in which any appeal or any proceeding for review is brought;

               (iii)"Final Judgment" means a judgment, decree, or order which is
                    not  appealable  or as to which the  period  for  appeal has
                    expired with no appeal taken;

               (iv) "Settlement"  includes the entry of a judgment by consent or
                    confession or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
Item 8.  List of Exhibits.
Regulation S-K                                                                           Reference to Prior Filing
     Exhibit                                                                             or Exhibit No. attached
     Number                                    Document                                            hereto
     ------                                    --------                                            ------
4          Form of Common Stock Certificate                                                    *

       5          Opinion of Luse Gorman Pomerenk & Schick, P.C.                                  Exhibit 5

       10         2004 Flatbush Federal Bancorp, Inc. Incentive Stock Benefit Plan                    **

      23.1        Consent of Luse Gorman Pomerenk & Schick, P.C                             Contained in Exhibit 5

      23.2        Consent of Radics & Co. LLC                                                    Exhibit 23.2

       24         Power of Attorney                                                      Contained on Signature Page
________________
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-106557), originally filed by the Company
     under the Securities Act of 1933 with the Commission on June 27, 2003, and
     all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to the Company's Proxy Statement relating to the
     Company's November 29, 2004 special meeting of stockholders, filed by the
     Company with the Commission on October 19, 2004.
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Brooklyn, New York, on this 29th day
of March, 2005.

                                             FLATBUSH FEDERAL BANCORP, INC.

                                        By:  /s/ Anthony J. Monteverdi
                                             -----------------------------------
                                             Anthony J. Monteverdi
                                             President and Chief Executive
                                             Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Flatbush  Federal  Bancorp,
Inc.  (the  "Company")  hereby  severally  constitute  and  appoint  Anthony  J.
Monteverdi as our true and lawful  attorney and agent,  to do any and all things
in our names in the capacities  indicated below which said Anthony J. Monteverdi
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
common stock underlying the 2004 Flatbush Federal Bancorp,  Inc. Incentive Stock
Benefit Plan, including specifically, but not limited to, power and authority to
sign for us in our names in the  capacities  indicated  below  the  registration
statement  and any  and all  amendments  (including  post-effective  amendments)
thereto;  and we hereby  approve,  ratify and confirm  all that said  Anthony J.
Monteverdi shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                    Title                             Date
----------                    -----                             ----

/s/ Anthony J. Monteverdi     Chairman, President and           March 29, 2005
-------------------------
Anthony J. Monteverdi         Chief Executive Officer
                              (Principal Executive Officer)

/s/ John S. Lotardo           Vice President and                March 29, 2005
-------------------------
John S. Lotardo               Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

/s/ Jesus R. Adia             Executive Vice President          March 29, 2005
-------------------------
Jesus R. Adia                 and Director

/s/ Alfred S. Pantaleone      Director                          March 29, 2005
-------------------------
Alfred S. Pantaleone
/s/ Anthony V. Rumolo         Director                          March 29, 2005
-------------------------
Anthony V. Rumolo

/s/ D. John Antoniello        Director                          March 29, 2005
-------------------------
D. John Antoniello

/s/ John F. Antoniello        Director                          March 29, 2005
-------------------------
John F. Antoniello

/s/ Patricia A. McKinley      Director                          March 29, 2005
-------------------------
Patricia A. McKinley

/s/ Charles V. Vorbach        Director                          March 29, 2005
-------------------------
Charles V. Vorbach
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

         4                 Form of Common Stock Certificate (Incorporated by
                           reference to Exhibit 4 to the Registration Statement
                           on Form SB-2 (Commission File No. 333-106557),
                           originally filed by the Company under the Securities
                           Act of 1933 with the Commission on June 27, 2003 and
                           all amendments or reports filed for the purpose of
                           updating such description).

         5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10                2004 Flatbush Federal Bancorp, Inc. Incentive Stock
                           Benefit Plan*

         23.1              Consent of Luse  Gorman  Pomerenk & Schick,  P.C.
                           (contained  in the opinion included as Exhibit 5).

         23.2              Consent of Radics & Co. LLC

         24                Power of Attorney (contained in the signature page to
                           this Registration Statement).

------------------
*    Incorporated by reference to the Company's Proxy Statement relating to the
     Company's November 29, 2004 special meeting of stockholders, filed by the
     Company with the Commission on October 19, 2004.