SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                ----------------

                                    FORM 10-Q/A

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

For the quarterly period ended March 31, 2001

                                       OR

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

For the transition period from                   to
                               -----------------    -------------------
                           Commission File No. 0-6729

                          FIRST MONTAUK FINANCIAL CORP.
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             (Exact name of registrant as specified in its charter)

        New Jersey                                       22-1737915
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(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

Parkway 109 Office Center, 328 Newman Springs Rd., Red Bank, NJ    07701
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(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:     (732) 842-4700
                                                        ------------------------
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Former name, former address and former fiscal year, if changed since last
report.

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                  Yes X   No
                                      ---   ---

8,787,885 Common Shares, no par value, were outstanding as of May 23, 2001.


                                  Page 1 of 2




                                     PART II

                                OTHER INFORMATION



Item 6.           Exhibits and Reports on Form 8-K.

                           (a)  Exhibits

                           None.

                           (b)  Reports on Form 8-K

     A Form 8-K  dated  January  18,  2001 was  filed  with the  Securities  and
Exchange  Commission on January 30, 2001 which reported that the Company's Board
of  Directors  had  extended the  expiration  date of its Class A Warrants  from
February 17, 2001 to February 17, 2003.  All other terms of the Class A Warrants
remain unchanged.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                FIRST MONTAUK FINANCIAL CORP.
                                                (Registrant)



Dated: May 23, 2001                             /s/ William J. Kurinsky
                                                -------------------------------
                                                William J. Kurinsky
                                                Secretary/Treasurer
                                                Chief Financial Officer and
                                                Principal Accounting Officer

                                                /s/ Herbert Kurinsky
                                                -------------------------------
                                                Herbert Kurinsky
                                                President