SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   January 21, 2005
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                          FIRST MONTAUK FINANCIAL CORP.
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               (Exact name of Registrant as specified in charter)


       New Jersey                   0-6729                    22-1737915
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(State or other jurisdic-        (Commission                 (IRS Employer
 tion of incorporation)          File Number)              Identification No.)

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

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






Item 8.01.  Other Events

     The Company has received  notices that holders of $1,455,000 of convertible
debentures have elected to convert their  debentures into shares of common stock
in accordance  with the terms of the  debentures.  The  debentures  were sold in
private  placements in 2002 and 2003. Since many of the conversion  notices were
dated two months prior to receipt by the Company of the conversion notices,  the
Company has asked the  debenture  holders for  confirmation  of their  intent to
convert after providing additional information.  The Company anticipates that an
additional $170,000 of convertible debentures will be converted. The Company has
or will be  issuing  3,250,000  shares  of  Common  Stock in  response  to these
conversion requests. The debentures are convertible at $.50 per share.





                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: January 21, 2005                 First Montauk Financial Corp.
                                        (Registrant)



                                        By /s/ William J. Kurinsky
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                                          William J. Kurinsky
                                          Chief Executive Officer