SECURITIES AND EXCHANGE COMMISSION

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

                                    FORM 10-Q

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

For the quarterly period ended June 30, 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.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        New Jersey                                       22-1737915
- -------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:     (732) 842-4700
                                                        ------------------------
- --------------------------------------------------------------------------------
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
                                      ---   ---

8,747,485 Common Shares, no par value, were outstanding as of August 20, 2001.


                                  Page 1 of 11





                          FIRST MONTAUK FINANCIAL CORP.

                                    FORM 10-Q

                                  JUNE 30, 2001




                                      INDEX

                                                                          Page
PART I.   FINANCIAL INFORMATION:

         Item 1.  Financial Statements
           Consolidated Statements of Financial Condition
            as of June 30, 2001 and December 31, 2000 ..................   3

           Consolidated Statements of Income for the
            Six Months Ended June 30, 2001 and 2000 ....................   4

           Consolidated Statements of Cash Flows for the
            Six Months Ended June 30, 2001 and 2000 ....................   5

            Notes to Financial Statements ..............................   6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ..................  7-9

PART II.  OTHER INFORMATION:


         Item 4.  Submission of Matters to a Vote of Security-Holders ... 10

         Item 5.  Other Information...................................... 10

         Item 6.  Exhibits and Reports on Form 8-K....................... 10

         Signatures ..................................................... 11





                                    FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                                                      

                                                                            June 30                  December 31,
                                                                             2001                       2000
       ASSETS

Cash and cash equivalents                                      $             1,624,361      $             3,701,010
Due from clearing firms                                                      3,276,719                    2,405,666
Commissions receivable                                                          12,529                       39,200
Trading and investment account securities                                    3,537,778                    3,975,309
Employee and broker receivables                                              1,967,858                    1,609,666
Global leases receivable                                                        37,991                      174,661
Notes receivable                                                                  -                          18,000
Due from officers                                                              205,885                      175,068
Property and equipment - net                                                 2,053,044                    2,304,533
Deferred income taxes - net                                                  2,440,258                    1,721,262
Other assets                                                                 1,087,554                      788,688
                                                                            -----------                  -----------

     Total assets                                              $            16,243,977      $            16,913,063
                                                                            ===========                  ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Deferred income                                                $             3,733,333      $             3,933,333
Securities sold, but not yet purchased, at market                              932,915                      386,459
Notes payable                                                                  388,563                      559,179
Commissions payable                                                          2,746,183                    1,637,733
Accounts payable                                                               413,359                      450,974
Accrued expenses                                                               841,379                      840,578
Income taxes payable                                                             7,111                      875,786
Other liabilities                                                              903,453                      519,630
                                                                            -----------                  ------------

    Total liabilities                                                        9,966,296                    9,203,672
                                                                            -----------                  ------------

Temporary equity - stock subject to redemption                                   6,500                        6,500

Commitments and contingencies (See Notes)

Stockholders' equity

Preferred Stock, 4,375,000 shares authorized, $.10 par
  value, no shares issued and outstanding
  respectively; stated at liquidation value                                     -                              -
Series A Convertible Preferred Stock, 625,000 shares
  authorized, $.10 par value, 349,511 shares
  issued and outstanding, respectively; liquidation
  preference: $1,655,950                                                        33,119                       34,951
Common Stock, no par value, 30,000,000 shares
  authorized,8,859,035 and 9,309,309 shares issued,
  8,747,485 and 8,822,409 outstanding, respectively                          3,507,674                    4,063,397
Additional paid-in capital                                                   4,173,221                    4,253,765
Retained earnings (accumulated deficit)                                     (1,219,957)                     230,921
Less:  Deferred compensation                                                  (204,824)                    (393,120)
Less:  Treasury stock                                                          (18,052)                    (487,023)
                                                                           -------------                 ------------

       Total stockholders' equity                                            6,271,181                    7,702,891
                                                                           -------------                 ------------
       Total liabilities and stockholders' equity              $            16,243,977      $            16,913,063
                                                                           =============                 ============




                                           See notes to financial statements.






                                      FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                                                         

                                                     Six months ended June 30,         Three months ended June 30,
                                                       2001             2000              2001            2000
Revenues:

Commissions                                       $  19,883,033     $ 27,642,745   $   11,113,406     $   10,678,167
Principal transactions                                4,002,077        6,804,621        2,200,622          1,367,369
Investment banking                                      357,509        1,778,826          322,262            547,649
Interest and other income                             2,078,465        1,606,974          972,247            753,075
                                                     ------------    ------------      -----------       ------------

                                                     26,321,084       37,833,166       14,608,537         13,346,260
                                                     ------------    ------------      -----------       ------------

Expenses:

Commissions, employee compensation and benefits      21,532,140       27,645,742       12,012,905         10,063,240
Clearing and floor brokerage                          1,704,312        2,399,675          846,481          1,004,545
Communications and occupancy                          1,456,014        1,481,633          778,114            770,076
Legal matters and related costs                         776,943          322,860          428,318             90,355
Other operating expenses                              2,887,129        2,505,633        1,662,845          1,146,991
Interest                                                 74,909          114,456           33,169             66,512
                                                     ------------    ------------      -----------       ------------

                                                     28,431,447       34,469,999       15,761,832         13,141,719
                                                     ------------    ------------      -----------       ------------

Income (loss) before income taxes
 (income tax benefit)                                (2,110,363)       3,363,167       (1,153,295)           204,541

Income taxes (income tax benefit)                      (707,790)       1,331,000         (370,174)            60,694
                                                     ------------    ------------      -----------       ------------

Net income (loss) before extraordinary items         (1,402,573)       2,032,167         (783,121)           143,847

Extraordinary loss-extinguishment of debt,
 net of tax                                               -              (34,200)            -               (34,200)
                                                     ------------    ------------      -----------       ------------
Net income (loss)                                 $  (1,402,573)   $   1,997,967         (783,121)           109,647
                                                     ============    ============      ===========       ============
Net income (loss) applicable to
 common stockholders                              $  (1,450,878)   $   1,946,888         (807,961)            84,107
                                                     ============    ============      ===========       ============

Per share of Common Stock:
   Basic:
   Before extraordinary loss                      $       (0.17)   $        0.20            (0.09)              0.01
   Extraordinary loss                                                        -                                   -
                                                     ------------    ------------      -----------       ------------

   Net income                                     $       (0.17)            0.20            (0.09)              0.01
                                                     ============    ============      ===========       ============

   Diluted:
   Before extraordinary loss                      $       (0.17)   $        0.18            (0.09)              0.01
   Extraordinary loss                                                        -                                   -
                                                     ------------    ------------      -----------       ------------

   Net income                                     $       (0.17)   $        0.18            (0.09)              0.01
                                                     ============    ============      ===========       ============

Number of common shares used in
   basic income (loss) per share                      8,775,042        9,644,264        8,770,064         10,005,903
                                                     ============    ============      ===========       ============

Number of common shares used in
   diluted income (loss) per share                    8,775,042       11,405,344        8,770,064         11,612,328
                                                     ============    ============      ===========       ============







                                               See notes to financial statements.






                                           FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                          


                                                                                         Six months ended June 30,
                                                                                   2001                           2000

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities:
   Net income (loss)                                                          $ (1,402,573)                $  1,997,967
                                                                               -------------                ------------
Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
   Depreciation                                                                    313,727                      311,564
   Amortization                                                                    122,334                      122,506
   Reserves and allowances                                                         200,000                      149,640
   Increase (decrease) in cash attributable to
     changes in assets and liabilities
   Due from clearing firms                                                        (871,053)                   5,307,892
   Trading and investment account securities                                       437,531                   (2,268,143)
   Commissions receivable                                                           26,671                      287,153
   Due from officers                                                               (30,817)                       2,148
   Employee and broker receivables                                                (358,192)                    (564,849)
   Deferred income taxes                                                          (718,996)                    (185,628)
   Other assets                                                                   (298,866)                     163,637
   Deferred income                                                                (200,000)                        -
   Securities sold but not yet purchased                                           546,456                      201,921
   Commissions payable                                                           1,108,450                   (1,134,093)
   Accounts payable                                                                (37,614)                     120,982
   Accrued expenses                                                                    801                      215,077
   Income taxes payable                                                           (868,675)                     941,430
   Other liabilities                                                              (214,871)                    (112,712)
                                                                               -------------                ------------
       Total adjustments                                                          (843,114)                   3,558,525
                                                                               -------------                -------------
       Net cash provided by (used in) operating activities                      (2,245,687)                   5,556,492
                                                                               -------------                -------------

Cash flows from investing activities:
   Collection of notes receivable                                                   18,000                        2,007
   Collection of Global leases receivable                                          136,670                      374,562
   Additions to property and equipment                                            (179,347)                    (643,095)
   Dispositions of property and equipment                                             -                          12,851
                                                                               -------------                --------------
       Net cash used in investing activities                                       (24,677)                    (253,675)
                                                                               -------------                --------------

Cash flows from financing activities:
   Payment of notes payable                                                       (181,415)                    (699,981)
   Payment of subordinated notes payable                                              -                         (50,000)
   Proceeds from capital lease financing                                           606,195                         -
   Payments of capital lease                                                       (94,176)                     (59,925)
   Exercise of stock options                                                          -                          20,720
   Payments toward purchase of treasury stock                                      (88,584)                    (742,039)
   Payments of preferred stock dividends                                           (48,305)                     (51,078)
                                                                               -------------                ----------------
       Net cash provided by (used in) financing activities                        (193,715)                  (1,582,303)
                                                                               -------------                ----------------
Net decrease in cash and cash equivalents                                       (2,076,649)                   3,720,514
Cash and cash equivalents at beginning of period                                 3,701,010                      686,980
                                                                               -------------                ----------------
Cash and cash equivalents at end of period                                       1,624,361                    4,407,494
                                                                               =============                ================


Supplemental disclosures of cash flow information:
   Cash paid during the period for:

       Interest                                                               $     74,909                $      82,794
                                                                               =============                ================

       Income taxes                                                           $    894,331                $       2,952
                                                                               =============                ================

   Property and equipment financed under capital leases                       $    662,290                $        -
                                                                               =============                ================




                                                 See notes to financial statements.





                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - MANAGEMENT REPRESENTATION

     The accompanying financial statements are unaudited for the interim period,
but include all adjustments (consisting only of normal recurring accruals) which
management  considers necessary for the fair presentation of results at June 30,
2001 and 2000. The  preparation of financial  statements in conformity with GAAP
requires the Company to make estimates and assumptions  that affect the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could vary from these estimates.  These financial  statements  should be read in
conjunction with the Company's Annual Report at, and for the year ended December
31, 2000, as filed with the Securities and Exchange Commission on Form 10-K.

     The results reflected for the six-month and three-month  periods ended June
30, 2001 are not  necessarily  indicative  of the results for the entire  fiscal
year to end on December 31, 2001.

NOTE 2 -  EARNINGS PER SHARE

     Basic EPS is computed by dividing net income by the weighted-average number
of common shares outstanding for the period.  Diluted EPS reflects the potential
dilution from the exercise stock options and the deemed  conversion of preferred
stock and convertible debt.

NOTE 3 -  SHARE REPURCHASE

     During the six months ended June 30, 2001, the Company  repurchased 114,550
shares  of its  common  stock  for  $88,584  under  a share  repurchase  program
authorized by the board of directors.

NOTE 4 -  PREFERRED STOCK

     During the six  months  ended June 30,  2001,  a total of 18,321  shares of
Series A Preferred Stock were converted into 36,642 shares of common stock.

NOTE 5 -  SALE/LEASEBACK

     During the six months  ended June 30,  2001,  the Company  entered into two
capital leases under a sale/leaseback  arrangement  with a leasing company.  The
transactions  resulted  in a gain  of  approximately  $45,000,  which  has  been
deferred and will amortized over the related lease terms.  The leases,  totaling
$662,000,  are  together  payable in 36 monthly  installments  of $21,000 and an
additional 12 installments of $3,900.

NOTE 6 -  AMENDED AND RESTATED FISERV FINANCIAL AGREEMENT

     In May 2000, the Company's broker-dealer subsidiary ("FMSC") entered into a
ten  year  clearing  agreement  with  Fiserv  Securities,  Inc.  ("Fiserv").  In
connection  with the  clearing  agreement,  FMSC and Fiserv also  entered into a
financial  agreement  under which  Fiserv was to provide  cash  advances to FMSC
under certain terms and  conditions.  Upon the conversion of FMSC's  accounts to
Fiserv in November 2000, it received the initial cash advance of $4,000,000.  As
of February 1, 2001,  the Company and FMSC amended and  restated  the  financial
agreement with Fiserv. Under the restated terms, the Company,  rather than FMSC,
will  be the  recipient  of any  additional  cash  advances  payable  under  the
financial  agreement.  The Company has further  assumed FMSC's  obligation  with
respect to the initial  payment  received in November  2000,  and will be solely
responsible   for  any   performance  and  early   termination   penalties.   In
consideration  of  FMSC's  release  from its  obligations  under  the  financial
agreement and to secure Fiserv's  interest,  the Company has granted to Fiserv a
first priority lien in all of the outstanding shares of FMSC that it owns.

NOTE 7 - SUBSEQUENT EVENT - LEGAL SETTLEMENT

     Subsequent  to the quarter  ended June 30,  2001,  the  Company  resolved a
previously  disclosed  customer  claim in which the customer  sought  damages in
excess of $19 million.  The  settlement  is not  anticipated  to have a material
affect on the Company's financial condition, operations or cash flows.





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations


     Three Months Ended June 30, 2001 (The "2001 Period") vs. June 30, 2000 (The
"2000 Period")

     The financial  markets  continued to reflect the economic  uncertainty  and
decline in  investor  confidence  during the second  quarter of 2001.  Corporate
earnings did not meet Wall Street  expectations  and  unemployment  continued to
rise as investors remained skeptical of the stock market.  Notwithstanding these
negative  indicators,   the  Company's  revenues  increased  by  $1,262,000,  to
$14,609,000 during the 2001 period.

     The  Company's  chief  source of revenue is from  commissions  generated on
listed and  over-the-counter  securities  and other agency  transactions.  These
revenues  decreased to  $5,443,000  (37% of total  revenues)  during 2001,  from
$6,545,000 (49% of total revenues) during the 2000 period.  Commission  revenues
from the sale of  mutual  funds,  insurance  products,  and  fees  from  managed
accounts increased by $1,732,000, to $5,253,000, (36% of total revenues) for the
2001 period from  $3,520,000  (26% of total  revenues) for 2000. The increase in
this category is primarily  attributable  to $2,425,000 in commissions  from the
sale of variable  annuities.  Insurance  commissions  are  expected to return to
historic  levels in  subsequent  periods.  Revenues  from mutual funds  declined
during the 2001 period,  to $1,602,000,  from $2,297,000 during the 2000 period.

     Gains from proprietary trading and market-making  activities increased 61%,
or  $833,000,  over the 2000  period.  A large part of this  increase is the net
change in the unrealized profit on securities held in the Company's  proprietary
trading accounts.

     Investment  banking revenues  decreased during the 2001 period by $225,000,
or 41%, to  $322,000,  when  compared  with the 2000 period.  This  reflects the
continued  decline of new  offerings  coming to the market in which the  Company
participates. The Company has hired a new Director of Corporate Finance to bring
new sources of corporate  finance  opportunities  to the Company.  These efforts
have  generated  $202,000,  of the total  $322,000,  of investment  banking fees
during the 2001 period.

     Compensation and benefits increased during the 2001 period from $10,063,000
to  $12,013,000,  an  increase  of  19%.  Commission  expense  was  the  biggest
contributor to this increase. Commission expense increased by $1,373,000 (67% of
total revenues) to $9,734,000, as compared to $8,361,000 (63% of total revenues)
in the 2000 period.  The percentage  increase in commission  payout is primarily
attributable  to  insurance  revenues  representing  a larger  portion  of total
revenues as compared to the same period of 2000. The payout percentage for these
products is typically higher than the percentage payout for other products.  The
other  expenses in this  category  include  salaries,  payroll  taxes and fringe
benefits for salaried  employees.  Employee  compensation and employee  benefits
increased  $576,000,  or 25%,  to  $2,278,000  in the 2001 period as compared to
$1,702,000 in the 2000 period.  Continuing the hiring practice that began during
the first quarter of 2001, the Company has increased its support staff primarily
in sales and business development.  The Company has benefited from this increase
with the addition of approximately 145 registered  representatives  during 2001.
These new reps have generated approximately  $1,200,000 of the total commissions
generated  during  the 2001  period.  By the same  token,  the  Company  is also
evaluating  reductions  in this  category in light of  declines in revenues  and
trading volume.

     Clearing  costs  decreased  during the 2001  period.  This  cost,  which is
directly associated with the level of transaction volume,  decreased by $158,000
to $879,000 (6% of total revenues) from $1,004,000 (8% of total revenues) during
the 2000 period.  These clearing  costs can and do fluctuate  depending upon the
product  mix.  Some  transactions,  such as  options  and  bonds,  have a higher
execution and clearing cost than mutual funds and insurance.



     Communications and occupancy costs were $778,000 (5% of total revenues) for
the 2001  period as compared to  $770,000  (5% of total  revenues)  for the 1999
period. The Company expects this category to increase as a result of the two new
leases for branch offices in Boca Raton,  Florida and New York City entered into
in 2001.

     Other operating  expenses increased by $516,000 to $1,663,000 (11% of total
revenues) during the 2001 period when compared to the 2000 period.  The increase
is due primarily to higher customer and broker bad debt reserves.

     Legal fees and related  settlements of  arbitrations  or suits increased to
$428,000  from  $90,000,  an increase  of $338,000  over the same period for the
prior year.  During the quarter ended June 30, 2001,  several legal matters were
resolved or settled  resulting in the payment or accrual of claims.  The Company
is currently a respondent in various customer  arbitrations and lawsuits arising
in the normal course of its securities business;  however,  none of these claims
is expected to have a material  impact on its  financial  condition or operating
results.

     The  effective  income tax rates for the six months ended June 30, 2001 and
2000 were (33.5%) and 39.58%, respectively. The lower effective rate in the 2001
period resulted primarily from the establishment of valuation allowances against
deferred  tax  assets  relating  to  stock-based  compensation.  These  reserves
partially offset the benefits of net operating losses incurred in 2001 to date.

     For the 2001 period, the Company reported a net loss of $808,000, or ($.09)
per basic and diluted share, as compared to a net income of $84,000, or $.01 per
basic and diluted share for the 2000 period.

Liquidity and Capital Resources

     The Company  maintains a highly liquid  balance sheet with more than 50% of
the Company's assets consisting of cash and cash equivalents,  securities owned,
and  receivables  from the Company's  clearing  firm and other  brokers-dealers.
Market-making  and other  securities  dealer  activities  require the Company to
carry significant levels of securities inventories in order to meet customer and
internal  trading  needs.  Accordingly,  the  Company's  liquidity  can and does
fluctuate significantly from day to day, depending largely upon general economic
and market  conditions,  daily trading activity,  customer demand and investment
opportunities.  The Company monitors these accounts on a daily basis in order to
ensure  compliance  with  regulatory   capital   requirements  and  to  preserve
liquidity.

     Net cash used in operating  activities  for the six months was  $2,226,000.
The net loss of  $1,403,000,  as well as an  increase  in the amount owed by the
clearing firm of $871,000 and deferred income taxes of $719,000,  contributed to
the  decrease.  The  increase  in  commissions'  payable  of  $1,108,000  was an
offsetting factor.

     Investing  activities  used  cash of  $25,000  over the  last  six  months.
Additions to capital assets of $179,000 were partially  offset by collections of
notes and global lease receivables of $155,000.  The Company projects additional
investments  in  technology  to be  approximately  $200,000 for the remainder of
fiscal 2001.

     Financing  activities provided cash of $194,000 during the first six months
of 2001.  A total of  $606,000 of  proceeds  was  received  from  capital  lease
financing. This was offset by notes and capital lease repayments of $276,000 and
dividend payments to preferred  shareholders of $48,000.  A total of $89,000 was
used to repurchase  114,550 of the Company's  outstanding  shares  pursuant to a
stock repurchase program.

     In May 2000, the Company's broker-dealer subsidiary ("FMSC") entered into a
10-year  clearing  agreement  with  Fiserv  Securities,   Inc.  ("Fiserv").   In
connection  with the  clearing  agreement,  FMSC and Fiserv also  entered into a
financial  agreement  under which  Fiserv was to provide  cash  advances to FMSC
under certain terms and  conditions.  Upon the conversion of FMSC's  accounts to
Fiserv in November 2000, it received the initial cash advance of $4,000,000.  As
of February 1, 2001,  the Company and FMSC amended and  restated  the  financial
agreement with Fiserv. Under the restated terms, the Company,  rather than FMSC,
will  be the  recipient  of any  additional  cash  advances  payable  under  the
financial  agreement.  It is  anticipated  that  the  Company  will  receive  an
additional  cash advance of  $1,250,000 in November  2001,  provided the Company
achieves certain  performance  criteria and subject to certain other conditions.
The Company has further  assumed FMSC's  obligation  with respect to the initial
payment  received  in  November  2000,  and will be solely  responsible  for any
performance and early termination penalties.

     Subsequent  to the quarter  ended June 30,  2001,  the  Company  resolved a
previously  disclosed  customer  claim in which the customer  sought  damages in
excess of $19 million.  The  settlement  is not  anticipated  to have a material
affect on the Company's financial condition, operations or cash flows.

     Management believes that operating income,  along with the anticipated cash
advance  from Fiserv,  will  satisfy the  Company's  liquidity  needs,  at least
through the current fiscal year.


Factors Affecting "Forward-Looking Statements"

     From time to time,  the Company may  publish  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, or make oral
statements that constitute  forward-looking  statements.  These  forward-looking
statements  may relate to such  matters as  anticipated  financial  performance,
future  revenues  or  earnings,  business  prospects,  projected  ventures,  new
products,  anticipated  market  performance,  and similar  matters.  The Private
Securities   Litigation   Reform  Act  of  1995   provides  a  safe  harbor  for
forward-looking  statements.  In order  to  comply  with  the  terms of the safe
harbor,  the Company  cautions readers that a variety of factors could cause the
Company's  actual results to differ  materially from the anticipated  results or
other expectations expressed in the Company's forward-looking statements.  These
risks  and  uncertainties,  many of which  are  beyond  the  Company's  control,
include,  but are not  limited  to:  (i)  transaction  volume in the  securities
markets,  (ii) the volatility of the securities  markets,  (iii) fluctuations in
interest rates, (iv) changes in regulatory  requirements  which could affect the
cost of doing  business,  (v)  fluctuations  in  currency  rates,  (vi)  general
economic conditions, both domestic and international,  (vii) changes in the rate
of inflation and related impact on securities  markets,  (viii) competition from
existing  financial  institutions and other new participants in competition from
existing  financial  institutions  and other new  participants in the securities
markets,  (ix) legal  developments  affecting the  litigation  experience of the
securities  industry,  and (x) changes in federal and state tax laws which could
affect the  popularity  of products  sold by the  Company.  The Company does not
undertake  any  obligation  to  publicly  update or revise  any  forward-looking
statements.  The reader is referred to the  Company's  previous  filings on Form
10-Q for the period  ended  March 31,  2001 and the Form 10-K for the year ended
December 31, 2000.



                                     PART II

                                OTHER INFORMATION

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

     At  the  Company's  Annual  Meeting  of  Shareholders  on  June  22,  2001,
shareholders holding a majority of the voting shares approved the following:

     1) A majority of votes  entitled to vote  elected  the  following  Class II
Directors to serve for a term of 3 years to the Board of Directors:

             Class II         Votes Cast For    Withhold Authority to Vote
             --------         --------------    --------------------------

             Norma Doxey        6,440,275                16,000
             Barry D. Shapiro   6,435,475                16,000



Item 5.  Other Information.

     During the quarter  ended June 30,  2001,  the Company  repurchased  40,400
shares of its  common  stock for  $17,747.70  under a share  repurchase  program
authorized in 1999.

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

                           (a)  Exhibits

                           None.

                           (b)  Reports on Form 8-K

                           There were no reports on Form 8-K filed.





                                   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: August 20, 2001                          /s/ William J. Kurinsky
                                                -------------------------------
                                                William J. Kurinsky
                                                Secretary/Treasurer
                                                Chief Financial Officer and
                                                Principal Accounting Officer

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



                                   First Montauk Financial Corp.
                                 Computation of Earnings Per Share

                                                                                                     

                                                                Six months ended June 30,         Three months ended June 30,
                                                                 2001             2000               2001            2000
Numerator:
Basic:
Income (loss) before extraordinary loss                      $(1,402,573)    $   2,032,167     $   (783,121)    $       143,847
Extraordinary loss                                                  -              (34,200)            -                (34,200)
                                                               -----------    ------------      --------------    -------------
Net income (loss)                                             (1,402,573)        1,997,967         (783,121)            109,647
Deductions:
   Preferred stock dividends                                     (48,305)          (51,079)         (24,840)            (25,540)
                                                               -----------    ------------      --------------    -------------

Net income (loss) for basic computation                      $(1,450,878)    $   1,946,888     $   (807,961)    $        84,107
                                                               ===========    ============      ==============    =============

Diluted:
Net income (loss) for basic computation                      $(1,450,878)    $   1,946,888     $   (807,961)    $        84,107
Additions:
   Preferred stock dividends                                        -               51,079             -                 25,540
   Interest on convertible debt, net of taxes                       -               21,595             -                  7,549
                                                               -----------     ------------     --------------    -------------

Net income (loss) for diluted computation                    $(1,450,878)    $   2,019,562      $  (807,961)    $       117,196
                                                               ===========     ============      ==============    =============

Denominator:
Basic:
Weighted average common shares outstanding                     8,775,042         9,644,264        8,770,064          10,005,903
                                                               ===========     ============      ==============    =============

Diluted:
Weighted average common shares outstanding-basic               8,775,042         9,644,264        8,770,064          10,005,903
Additions:
   Incremental shares from assumed conversion of stock
   options and warrants using the treasury stock method             -              463,463             -                435,473

   Incremental shares from assumed conversion of
   convertible debt and preferred stock using the
   if-converted method                                              -            1,297,617             -              1,170,952
                                                               -----------    ------------      --------------    --------------

Weighted average common and common equivalent
   shares outstanding-diluted                                  8,775,042        11,405,344        8,770,064          11,612,328
                                                               ===========    ============      ==============    ==============

Per share:

Basic:
Before extraordinary loss                                    $      (.17)             0.20  $          (.09)     $         0.01
Extraordinary loss                                                  -                -                 -                  -
                                                               -----------    ------------      --------------    --------------
Net income (loss)                                            $      (.17)   $         0.20  $          (.09)     $         0.01
                                                               ===========    ============      ==============    ==============

Diluted
Before extraordinary loss                                    $      (.17)   $         0.18  $          (.09)     $         0.01
  Extraordinary loss                                                  -               -                   -                   -
                                                               -----------    ------------      --------------    --------------

Net income (loss)                                            $      (.17)   $         0.18  $          (.09)     $         0.01
                                                               ===========    ============      ==============    ==============