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 September 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  (l) 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

     8,625,284 Common Shares, no par value, were outstanding as of
November 7, 2001.

                                  Page 1 of 14



  02

                          FIRST MONTAUK FINANCIAL CORP
                                    FORM 10-Q
                               SEPTEMBER 30, 2001


     INDEX

                                                            Page

PART I.  FINANCIAL  INFORMATION:

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

     Consolidated Statements of Income for the
       Nine Months ended September 30, 2001 and 2000
       and Three Months ended September 30, 2001 and 2000 ......  4

     Consolidated  Statements of Cash Flows for
       the Nine Months ended September 30, 2001 and 2000 ......   5

     Notes  to  Financial Statements .......................... 6-7

     Item 2. Management's  Discussion and Analysis of
      Financial Condition and Results of  Operations  .........8-11

PART II. OTHER INFORMATION:

     Item 5.  Other Information................................  12

     Item 6.  Exhibits and Reports on Form 8-K.................  12

     Signatures ...............................................  13



03




                                   FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                                              
                                                                  September          December 31,
                                                                    2001                2000
   ASSETS

Cash and cash equivalents                                        $       -          $   3,701,010
Due from clearing firms                                             4,536,804           2,405,666
Commissions receivable                                                 68,506              39,200
Trading and investment account securities                           1,097,720           3,975,309
Employee and broker receivables                                     2,049,348           1,609,666
Global leases receivable                                               21,020             174,661
Notes receivable                                                         -                 18,000
Due from officers                                                     199,923             175,068
Property and equipment - net                                        2,051,553           2,304,533
Deferred income taxes - net                                         2,232,150           1,721,262
Other assets                                                        1,501,525             788,688
                                                                   -----------        ------------

     Total assets                                                $ 13,758,549       $  16,913,063
                                                                   ===========        ============

                LIABILITIES AND STOCKHOLDERS' EQUITY

Deferred income                                                  $  3,633,333       $   3,933,333
Securities sold, but not yet purchased, at market                     314,900             386,459
Notes payable                                                         328,424             559,179
Commissions payable                                                 2,837,416           1,637,733
Accounts payable                                                      943,197             450,974
Accrued expenses                                                      883,647             840,578
Income taxes payable                                                    7,111             875,786
Other liabilities                                                     668,677             519,630
                                                                   -----------        ------------

    Total liabilities                                               9,616,705           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                                -                   -
Series A Convertible Preferred Stock, 625,000 shares
  authorized, $.10 par value, 331,190 and 349,511 shares
  issued and outstanding, respectively; liquidation
  preference: $1,655,950 at September 30, 2001                         33,119              34,951
Common Stock, no par value, 30,000,000 shares
  authorized, 8,744,485 and 9,309,309 shares issued,
  8,622,284 and 8,822,409 outstanding, respectively                 3,489,622           4,063,397
Additional paid-in capital                                          4,076,666           4,253,765
Retained earnings (accumulated deficit)                            (3,319,260)            230,921
Less:  Deferred compensation                                          (89,824)           (393,120)
Less:  Treasury stock                                                 (54,979)           (487,023)
                                                                   -----------        ------------

       Total stockholders' equity                                   4,135,344           7,702,891
                                                                   -----------        ------------

       Total liabilities and stockholders' equity                $ 13,758,549       $  16,913,063
                                                                   ===========        ============



                                      See notes to financial statements.






 04




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

                                                                                                        


                                                          Nine months ended September 30,         Three months ended September 30,
                                                               2001             2000                  2001                2000
Revenues:

Commissions                                               $   28,089,695   $   37,765,633       $   8,206,662       $   10,122,888
Principal transactions                                         5,542,395        8,031,153           1,540,318            1,226,532
Investment banking                                             1,385,937        2,448,489           1,028,428              669,663
Interest and other income                                      3,495,974        2,258,924           1,417,509              651,950
                                                             ------------    -------------       -------------        --------------

                                                              38,514,001       50,504,199          12,192,917           12,671,033
                                                             ------------    -------------       -------------        --------------

Expenses:

Commissions, employee compensation and benefits               31,587,339       38,317,291          10,055,199           10,671,549
Clearing and floor brokerage                                   2,434,950        3,278,104             730,638              878,429
Communications and occupancy                                   2,343,288        2,092,461             887,274              610,828
Legal matters and related costs                                2,166,501          572,016           1,389,558              249,156
Other operating expenses                                       3,839,977        3,322,906             952,848              817,273
Interest                                                         118,664          146,801              43,755               32,345
                                                             ------------    -------------       -------------        --------------
                                                              42,490,719       47,729,579          14,059,272           13,259,580
                                                             ------------    -------------       -------------        --------------

Income (loss) before income taxes(income tax benefit)         (3,976,718)       2,774,620          (1,866,355)            (588,547)

Income taxes (income tax benefit)                               (499,682)       1,132,626             208,108             (198,374)
                                                             ------------    -------------       -------------        --------------

Net income (loss) before extraordinary item                   (3,477,036)       1,641,994          (2,074,463)            (390,173)

Extraordinary loss-extinguishment of debt, net of tax               -             (34,200)               -                    -
                                                             ------------    -------------       -------------        --------------

Net income (loss)                                         $   (3,477,036)  $    1,607,794       $  (2,074,463)      $     (390,173)
                                                             ============    =============       =============        ==============

Net income (loss) applicable to common stockholders       $   (3,550,181)  $    1,532,012       $  (2,099,303)      $     (414,876)
                                                             ============    =============       =============        ==============

Per share of Common Stock:
   Basic:
   Before extraordinary loss                              $        (0.41)  $         0.16       $       (0.24)      $        (0.04)
   Extraordinary loss                                               -                -                   -                   -
                                                             ------------    -------------       -------------        --------------

   Net income (loss)                                      $        (0.41)            0.16               (0.24)               (0.04)
                                                             ============    =============       =============        ==============

   Diluted:
   Before extraordinary loss                              $        (0.41)  $         0.15       $       (0.24)      $        (0.04)
   Extraordinary loss                                               -                -                   -                   -
                                                             ------------    -------------       -------------        --------------

   Net income (loss)                                      $        (0.41)  $         0.15       $       (0.24)      $        (0.04)
                                                             ============    =============       =============        ==============

Number of common shares used in
   basic income (loss) per share                               8,731,099        9,560,256           8,714,904            9,394,457
                                                             ============    =============       =============        ==============

Number of common shares used in
   diluted income (loss) per share                             8,731,099       11,018,623           8,714,904            9,394,457
                                                             ============    =============       =============        ==============





                                                                 See notes to financial statements.





 05




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

                                                                  Nine months ended September 30,
                                                                       2001              2000

INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
   Net income (loss)                                              $   (3,477,036)   $   1,607,794
                                                                   --------------    -------------
Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
   Depreciation                                                          436,302          449,202
   Amortization                                                          148,635          240,154
   Reserves and allowances                                               200,000          149,640
   Increase (decrease) in cash attributable to
     changes in assets and liabilities
   Due from clearing firms                                            (2,131,138)       3,931,370
   Trading and investment account securities                           2,877,589          (71,954)
   Commissions receivable                                                (29,306)         298,875
   Due from officers                                                     (24,855)          11,696
   Employee and broker receivables                                      (439,682)        (533,888)
   Deferred income taxes                                                (510,888)         109,342
   Other assets                                                         (712,837)         472,875
   Deferred income                                                      (300,000)            -
   Securities sold but not yet purchased                                 (71,559)         308,785
   Commissions payable                                                 1,199,683       (1,244,220)
   Accounts payable                                                      467,385           23,504
   Accrued expenses                                                       43,069           12,208
   Income taxes payable                                                 (868,675)         347,846
   Other liabilities                                                    (359,454)        (137,260)
                                                                   --------------    ---------------
       Total adjustments                                                 (75,731)       4,368,175
                                                                   --------------    ---------------
       Net cash provided by (used in) operating activities            (3,552,767)       5,975,969
                                                                   --------------    ---------------

Cash flows from investing activities:
   Collection of notes receivable                                         18,000           74,708
   Collection of Global leases receivable                                153,641          526,413
   Additions to property and equipment                                  (300,432)        (711,037)
   Dispositions of property and equipment                                   -              12,851
                                                                   --------------    ---------------
       Net cash used in investing activities                            (128,791)         (97,065)
                                                                   --------------    ---------------

Cash flows from financing activities:
   Payment of notes payable                                             (245,625)        (773,172)
   Payment of subordinated notes payable                                    -             (50,000)
   Proceeds from capital lease financing                                 606,195             -
   Payments of capital lease                                            (188,153)         (90,936)
   Exercise of stock options                                                -              55,920
   Payments toward purchase of treasury stock                           (143,564)        (973,717)
   Payments of preferred stock dividends                                 (48,305)         (75,782)
                                                                   --------------    ---------------
       Net cash used in financing activities                             (19,452)      (1,907,687)
                                                                   --------------    ---------------
Net increase (decrease) in cash and cash equivalents                  (3,701,010)       3,971,217
Cash and cash equivalents at beginning of period                       3,701,010          686,980
                                                                   --------------    ---------------
Cash and cash equivalents at end of period                                  -           4,658,197
                                                                   ==============    ===============


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

       Interest                                                   $      118,664    $     146,801
                                                                   ==============    ===============

       Income taxes                                               $      894,331    $     675,347
                                                                   ==============    ===============

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




                                             See notes to financial statements.




  06

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001

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 September
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  nine-month  and  three-month  periods ended
September 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  of stock  options  and the  deemed  conversion  of
preferred stock and convertible debt.

NOTE 3 - SHARE REPURCHASE

     During the nine months ended  September 30, 2001,  the Company  repurchased
236,751 shares of its common stock for $143,564 under a share repurchase program
authorized by the board of directors.

NOTE 4 - PREFERRED STOCK

     During the nine months ended  September  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 nine months ended  September 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.


  07



NOTE 7 - LEGAL MATTERS

     During the third quarter of 2001,  the Company's  broker-dealer  subsidiary
(FMSC)  resolved a  previously  disclosed  customer  claim in which the customer
sought damages in excess of $19 million.  FMSC is a respondent or  co-respondent
in various other legal proceedings  incidental to its securities business.  FMSC
is  contesting  the  allegations  of these  claims and  believes  that there are
meritorious  defenses  in  each  case.  In view of the  inherent  difficulty  of
predicting  the  outcome  of  litigation,  management  is  unable  to  derive  a
meaningful  estimate of the amount or range of possible  loss that may arise out
of pending legal proceedings in any particular quarterly or annual period, or in
the  aggregate.  However,  it is  possible  that the  ultimate  outcome of these
matters  could  have  a  material  adverse  impact  on the  Company's  financial
condition, results of operations, and cash flows.

NOTE 8 - INCOME TAXES

     During the nine months ended September 30, 2001,  management  increased the
Company's deferred tax valuation  allowance by $810,000 to offset additional tax
benefits whose realization is uncertain. These tax assets relate to stock option
compensation, state net operating losses, and deferred income.


  08

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


Results of Operations

     Three Months Ended September 30, 2001 (the "2001 Period") vs. September 30,
2000 (the "2000 Period")

                                                                     

                                                    Three Months Ended September
                                             2001                                2000
                                            (000's)       % Change              (000's)
                                            -------------------------------------------
Revenues:
Commissions                                 $   8,207       (19)              $ 10,123
Principal transactions                          1,540        26                  1,226
Investment banking                              1,028        53                    670
Interest and other income                       1,418       117                    652
                                               ---------------------------------------
                                            $  12,193        (4)              $ 12,671

                                                    Three Months Ended September
                                              2001                               2000
                                             (000's)      % Change              (000's)
                                             ------------------------------------------
Expenses:
Commissions, compensation
and benefits                                $  10,055        (6)              $ 10,672
Clearing and floor brokerage                      731       (17)                   878
Communications and occupancy                      887       (45)                   611
Legal matters and related costs                 1,389       458                    249
Other operating expenses                          953        17                    817
Interest                                           44        38                     32
                                                ---------------------------------------
                                            $  14,059         6               $ 13,259



     During the  nine-month  period ending  September 30, 2001,  the  securities
industry  sustained  declines  in  revenues,  resulting  from a sluggish  global
economy  and  investor  uncertainty.  The  Company's  results  in both  2001 and
particularly  the second half of 2000 reflect  declining  trading  volume in the
U.S. financial markets, and generally bearish investor sentiment.  For the three
months  ended  September  30,  2001,  the  Company's  revenues  decreased  4% to
$12,193,000  compared with $12,671,000 for the 2000 period.  For the nine months
ended September 30, 2001, the Company recorded revenue of $38,514,000, down from
$50,504,000 over the nine-month period of 2000.

     The  Company's  primary  source of  revenue  is  derived  from  commissions
generated   on  listed  and   over-the-counter   securities   and  other  agency
transactions.  These  revenues  during the 2001 period were  $8,207,000  (67% of
total  revenues)  compared to $10,123,000  (80% of total  revenues) for the 2000
period.  Commission revenue from the sale of mutual funds,  insurance  products,
and fees from managed accounts decreased by $615,000 to $2,974,000 (24% of total
revenues) during the 2001 period from $3,589,000 (28% of total revenues) for the
2000  period.  The decrease in mutual fund  revenues  during the 2001 period was
partially  offset  by the  increase  in  commissions  from the sale of  variable
annuities  and fees  from  managed  accounts.  Revenues  from  these  two  areas
increased by $222,000 for the 2001 period when compared to the 2000 period.

     Gains from proprietary  trading and market-making  activities  increased by
26%,  or  $314,000,  over the 2000  period.  Principal  transactions  in  equity
securities  accounted for most of the increase  ($297,000) over the 2000 period.
During the 2001 quarter,  the Company reduced its  market-making and proprietary
trading activities,  eliminating  personnel costs and market data services.  The
Company  also  reduced its  inventory  positions  in order to limit  further its
exposure to market volatility.

     Investment  banking revenues  increased during the 2001 period by $359,000,
or 54%, to  $1,028,000,  when  compared  with the 2000 period.  Included in this
category  is  commissions  earned  from  the  sale of  registered  offerings  of
collateralized  medical receivables,  which the Company began selling during the
second half of this year.


 09



     Interest  and other  income for the 2001  period  increased  by $765,000 to
$1,418,000.  This was largely due to an insurance  reimbursement of $512,000 and
an increase in interest income.

     Compensation  and  benefits  decreased  during  the  2001  period  by 6% or
$616,000 to $10,055,000. Commissions paid to registered representatives for 2001
were  $8,092,000 (66% of total revenues) as compared to $8,798,000 (69% of total
revenues) in 2000, a decrease of $706,000.  The decrease in  commission  expense
reflects the overall decrease in commission-generated  revenues.  Although total
revenues  stayed  fairly  constant  for the 2001  period,  commission  generated
revenues actually  decreased by $1,070,000.  The other expenses in this category
include  salaries,  payroll taxes,  and fringe benefits for salaried  employees.
Employee  compensation  and  employee  benefits  remained  relatively  constant,
increasing by only $89,000 over the 2000 period. During this period, the Company
implemented certain cost cutting measures,  including the reduction in executive
officers'   salaries  and  personnel  layoffs  in  the  trading  and  operations
departments.  The  Company  expects  to  realize  the full  extent of these cost
reductions during the fourth quarter of 2001.

     Clearing  costs  decreased  during the 2001  period.  This  cost,  which is
directly associated with the level of transaction volume,  decreased by $148,000
to $731,000 (6% of total  revenues)  from  $878,000 (7% of 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 $887,000 (7% of total revenues) for
the 2001  period as compared to  $611,000  (5% of total  revenues)  for the 2000
period.  During the third  quarter of 2001,  the  Company  entered  into two new
leases for branch offices in Boca Raton,  Florida and New York City. As a result
of these new offices,  as well as rent increases on current office space, rental
expense  increased by  approximately  $148,000.  Subsequent to the quarter,  the
Company sublet its office space in Paramus,  New Jersey,  which formerly  housed
the  operations  of  Century  Discount  Investments  ("CDI").  The CDI staff was
relocated to the Red Bank  headquarters.  As a result of this move,  the Company
anticipate savings of approximately $6,000 per month.

     Other operating  expenses  increased by $136,000,  to $953,000 (8% of total
revenues) as compared to $817,000 (6% of total revenues) during the 2000 period.
The increase is due primarily to higher customer and broker bad debt reserves.

     Legal  fees  and  litigation   settlements  increased  to  $1,390,000  from
$249,000,  an  increase  of  $1,141,000  over the 2000  period.  The  Company is
currently a respondent in various customer  arbitrations and lawsuits arising in
the normal course of its securities business. In view of the inherent difficulty
of  predicting  the  outcome  of  litigation,  management  is unable to derive a
meaningful  estimate of the amount or range of possible  loss that may arise out
of pending legal proceedings in any particular quarterly or annual period, or in
the  aggregate.  However,  it is  possible  that the  ultimate  outcome of these
matters  could  have  a  material  adverse  impact  on the  Company's  financial
condition, results of operations, and cash flows.

     The  Company  has  not  incurred  any  income  tax   liabilities  in  2001.
Management,   however,  has  increased  the  Company's  deferred  tax  valuation
allowance by $810,000 to offset  additional  tax benefits  whose  realization is
uncertain.  These tax  assets  relate to stock  option  compensation,  state net
operating losses, and deferred income.

     For the 2001  period,  the  Company  reported a net loss of  $2,099,000  or
($.24) per basic and  diluted  share,  as  compared to a net loss of $415,000 or
($.04) per basic and  diluted  share for the 2000  period.  For the nine  months
ended  September  30, 2001,  the Company  reported a net loss of  $3,550,000  or
($.41) per basic and diluted  share,  as compared to net income of $1,532,000 or
$.16 per basic and $.15 per diluted  share for the nine months  ended  September
30, 2000.



 10



Liquidity and Capital Resources

     The Company  maintains  a liquid  balance  sheet with 41% of the  Company's
assets  consisting of cash and cash  equivalents;  securities  owned,  which are
marked to market;  and  receivables  from the Company's  clearing firm and other
broker-dealers.  The Company's liquidity can fluctuate  significantly  depending
largely upon general  economic and market  conditions,  volume of activity,  and
investment opportunities.

     Net cash used by operating  activities for the nine months was  $3,552,767.
The primary  source of this  decrease was the net loss for the nine months ended
September 30, 2001, of $3,477,000.

     Investing  activities  required cash of $129,000 over the last nine months.
Additions to capital expenditures consumed $300,000,  while collections of notes
and  global  lease  receivables   contributed  $172,000.  The  Company  projects
additional  expenditures for  infrastructure  and technology to be approximately
$100,000 for the remainder of the year.

     Financing  activities  used cash of $19,000 during the first nine 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 $434,000 and dividend
payments to preferred  shareholders of $48,000. In addition, a total of $144,000
was used to repurchase 236,751 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.   The  Company  expects  an  additional  cash  payment  of
$1,250,000 in November 2001,  having achieved the performance  criteria required
for such payment.

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


 11




of inflation and related impact on securities  markets,  (viii) competition from
existing  financial  institutions  and other  participants  in competition  from
existing  financial  institutions  and  other  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  periods  ended  March 31, 2001 and June 30, 2001 and the Form 10-K
for the year ended December 31, 2000.

Recently Issued Pronouncements

     In June 2001, the FASB issued SFAS No. 141,  Business  Combinations,  which
addressed  the  initial  recognition  and  measurement  of  goodwill  and  other
intangible assets acquired in a business combination.  SFAS No. 141 requires the
purchase  method of  accounting to be used for business  combinations  initiated
after June 30, 2001 and eliminates the pooling of interest method.  The adoption
of this  statement  is not expected to have a material  impact on the  Company's
financial position or results of operations.

     In June 2001, the FASB issued SFAS No. 142,  Goodwill and Other  Intangible
Assets,  which  addressed the  recognition and measurement of goodwill and other
intangible assets subsequent to their  acquisition.  SFAS No. 142 also addressed
the initial recognition and measurement of intangible assets acquired outside of
a business  combination  whether acquired  individually or with a group of other
assets. SFAS No. 142 provides that intangible assets with finite useful lives be
amortized and that intangible assets with indefinite lives and goodwill will not
be  amortized,  but will  rather  be tested at least  annually  for  impairment.
Although  SFAS No. 142 is not required to be adopted by the Company until fiscal
2003, its  provisions  must be applied to goodwill and other  intangible  assets
acquired  after June 30, 2001.  As of September  30, 2001,  the Company does not
have any goodwill or other intangible  assets relating to business  combinations
that were accounted for under APB Opinion No. 16.  Accordingly,  the adoption of
SFAS  No.  142 is not  expected  to  have a  material  impact  on the  Company's
financial position or results of operations.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations,  which addressed the retirement of tangible  long-lived  assets and
the associated  asset  retirement  costs.  The Statement  requires that the fair
value of a liability  for an asset  retirement  obligation  be recognized in the
period in which it is  incurred  if a  reasonable  estimate of fair value can be
made.  The  associated  asset  retirement  costs are  capitalized as part of the
carrying amount of the long-lived asset. SFAS No. 143 is effective for financial
statements  issued for fiscal years  beginning  after June 15, 2002,  but may be
implemented  earlier.  The  adoption  of SFAS No. 143 is not  expected to have a
material impact on the Company's financial position or results of operations.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived  Assets.  The Statement  requires a single  accounting
model to be used for  long-lived  assets to be disposed of by sale, and broadens
the   presentation   of   discontinued   operations  to  include  more  disposal
transactions.  SFAS No. 144 is effective  for  financial  statements  issued for
fiscal years beginning after December 15, 2001, but may be implemented  earlier.
The  adoption of SFAS No. 144 is not  expected to have a material  impact on the
Company's financial position or results of operations.


  12

                                     PART II

                                OTHER INFORMATION


Item 5.  Other Information.

     Stock Repurchase Program

     During the quarter  ended  September  30,  2001,  the  Company  repurchased
122,201 shares of its common stock for $55,250 under a share repurchase  program
authorized by the Board of Directors.

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.


  13

                                   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: November 14, 2001                /s/ William J. Kurinsky
                                        ----------------------------------
                                        William J. Kurinsky
                                        Secretary/Treasurer
                                        Chief Financial Officer and
                                        Principal Accounting Officer



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

 14




                                               First Montauk Financial Corp.
                                            Computation of Earnings Per Share
                                                                                                  
                                                               Nine months ended September 30,   Three months ended September 30,
                                                                  2001                    2000         2001            2000

Numerator:
Basic:
Income (loss) before extraordinary loss                        $(3,477,036)       $ 1,641,994       $(2,074,463)    $  (390,171)
Extraordinary loss                                                    -               (34,200)             -               -
                                                                -----------         ----------       -----------      ----------

Net income (loss)                                               (3,477,036)         1,607,794        (2,074,463)       (390,171)
Deductions:
   Preferred stock dividends                                       (73,145)           (75,784)          (24,840)        (24,705)
                                                                 ----------         ----------       -----------      ----------

Net income (loss) for basic computation                        $(3,550,181)       $ 1,532,010       $(2,099,303)    $  (414,876)
                                                                ===========         ==========       ===========      ==========

Diluted:
Net income (loss) for basic computation                        $(3,550,181)       $ 1,532,010       $(2,099,303)    $       -
Additions:
   Preferred stock dividends                                          -                75,784              -                -
   Interest on convertible debt, net of taxes                         -                16,746              -                -
                                                                -----------         ---------        -----------     -----------

Net income (loss) for diluted computation                      $(3,550,181)       $ 1,624,540       $(2,099,303)    $       -
                                                                ===========         ==========       ===========     ===========


Denominator:
Basic:
Weighted average common shares outstanding                       8,731,099          9,560,256         8,714,904       9,394,457
                                                                ===========         ==========       ===========     ===========

Diluted:
Weighted average common shares outstanding-basic                 8,731,099          9,560,256         8,714,904       9,394,457
Additions:
   Incremental shares from assumed conversion of stock
   options and warrants using the treasury stock method               -               245,193              -               -
   Incremental shares from assumed conversion of
   convertible debt and preferred stock using the
   if-converted method                                                -             1,213,174              -               -
                                                                -----------         ----------        -----------     ----------

Weighted average common and common equivalent
   shares outstanding-diluted                                    8,731,099         11,018,623         8,714,904       9,394,457
                                                                ===========        ===========        ===========     ==========

Per share:

Basic:
Before extraordinary loss                                      $      (.41)       $      0.16       $      (.24)    $     (0.04)
Extraordinary loss                                                    -                 -                  -               -
                                                                 ----------        -----------        -----------     ----------
Net income (loss)                                              $      (.41)       $      0.16       $      (.24)    $      (0.04)
                                                                 ==========        ==========         ===========     ===========

Diluted
Before extraordinary loss                                      $      (.41)       $      0.15       $      (.24)    $      (0.04)

Extraordinary loss                                                    -                 -                  -                -
                                                                 ----------        ----------         -----------     -----------

Net income (loss)                                              $      (.41)       $      0.15       $      (.24)    $      (0.04)
                                                                 ==========        ==========         ===========     ===========