UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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): May 16, 2005

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




                         COMMISSION FILE NUMBER: 0-6729
                                                 ------

                NEW JERSEY                           22-1737915
                ----------                           ----------
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                            Parkway 109 Office Center
                             328 Newman Springs Road
                               Red Bank, NJ 07701
              (Address and zip code of principal executive offices)

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




CHECK  THE  APPROPRIATE  BOX  BELOW  IF THE  FORM  8-K  FILING  IS  INTENDED  TO
SIMULTANEOUSLY  SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:

      |_| Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)
      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)
      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))
      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))





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Item 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 16, 2005, First Montauk Financial Corp. (the "Registrant")  issued a
press release  announcing results for the fiscal quarter ended March 31, 2005. A
copy of the press release is attached as exhibit 99.1.

     The  information  in this  report  shall not be deemed  to be  "filed"  for
purposes of Section 18 of, or otherwise  regarded as filed under, the Securities
Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of
the Registrant  under the Securities Act of 1933, as amended,  or the Securities
Exchange Act of 1934, as amended,  made after the date hereof,  the  information
contained  herein shall not be  incorporated by reference into any filing of the
Registrant,  whether  made before or after the date  hereof,  regardless  of any
general incorporation language in such filing.

Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS

              Exhibit    Press Release of First Montauk Financial Corp.
               99.1      dated May 16, 2005.




                                    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.

                                               FIRST MONTAUK FINANCIAL CORP.

                                               By:   /s/ Victor K. Kurylak
                                                  ------------------------------
                                                  Name:  Victor K. Kurylak
                                                  Title: Chief Executive Officer
                                                  Date:  May 16, 2005




                                  EXHIBIT INDEX


    Exhibit     Description
    Number
    ------
      99.1      Press Release of First Montauk Financial Corp. dated
                May 16, 2005.



                                                                Exhibit 99.1


                                [GRAPHIC OMITTED]

                              FOR IMMEDIATE RELEASE

                  FIRST MONTAUK ANNOUNCES FIRST QUARTER RESULTS

Red Bank, NJ - May 16, 2005 - First Montauk  Financial Corp.  (OTC/BB:  FMFK), a
nationwide  provider  of  investment  services  through  independent   financial
professionals,  today  announced  financial  results for the first quarter ended
March 31, 2005.

Revenues for the first quarter of 2005 decreased to $15.5  million,  compared to
$18.8 million for the same period in 2004, a 17% decrease.  The Company reported
a net loss applicable to common  stockholders  of $411,000,  or ($.03) per basic
and  diluted  share for the first  quarter  of 2005,  compared  to a net  income
applicable  to common  stockholders  of $238,000,  or $.02 per basic and diluted
share for the first quarter of 2004.

The net loss for the quarter was due to a one-time  charge to  compensation  and
other expenses of $1,450,000,  in connection with the separation  agreement with
Montauk's  former CEO.  Excluding the one time charge  related to the separation
agreement,  the Company  would have  reported a profit  before  income  taxes of
$834,000 for the first quarter of 2005.

Victor K. Kurylak,  President  and CEO of Montauk  Financial  Group,  commented,
"Despite weak market conditions resulting in lower revenues, we are pleased with
our efforts to improve  margins and reduce  overhead.  Earnings from  operations
remain  positive  but were  offset  by the one time  charges  associated  with a
restructuring of management."

Montauk  Financial  Group is a service mark of First Montauk  Securities  Corp.,
Member  NASD/SIPC.  First Montauk Financial Corp. is the parent company of First
Montauk Securities Corp., a registered securities broker/dealer headquartered in
Red Bank, NJ, with approximately 61,000 retail and institutional  accounts.  The
Company's ability to offer quality support services, research advanced networked
information systems and a competitive  commission payout structure has attracted
approximately 350 independent,  professional  registered  representatives across
the country.  Additional  information  is available at the Company's  website at
www.montaukfinancial.com.

Statements  contained in this news release regarding  expected financial results
of  the  Company  and  First  Montauk  Securities  Corp.,  are   forward-looking
statements,  subject to  uncertainties  and risks,  many of which are beyond the
Company's control,  including,  but not limited to, market conditions,  interest
rate and currency fluctuations,  dependence on key personnel,  each of which may
be  impacted,  among  other  things,  by  economic,  competitive  or  regulatory
conditions.  These and other  applicable  risks are summarized under the caption
"Factors  Affecting  Forward Looking  Statements" in the Company's Form 10-Q for
the first quarter ended March 31, 2005 as filed with the Securities and Exchange
Commission. Forward-looking statements by their nature involve substantial risks
and uncertainties.  As a result,  actual results may differ materially depending
on many factors,  including those  described  above.  The Company  cautions that
historical  results  are not  necessarily  indicative  of the  Company's  future
performance.




                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA

                     In 000's (except for per share amounts)

                                                        Three months
                                                       Ended March 31,

                                                   2005               2004
                                                   ----               ----
                                                (unaudited)        (unaudited)


Revenues                                           15,566             18,821

Expenses                                           16,181             18,583

Net income (loss)                           $        (376)            $  238
                                              ============         ===========
Net income (loss) applicable
to common stockholders                        $      (411)        $      238
                                              ============       =============

Per share of Common Stock:
Basic and diluted                             $     (0.03)        $     0.02

Number of common shares used in
Basic Per Share                                12,380,852          9,067,548
Diluted Per Share                              12,380,852         15,631,311







Contact:

Victor K. Kurylak
President
Chief Executive Officer
(800) 876-3672, ext. 4227

Katy Paul
Shareholder Relations
732-842-4700, ext. 4220
info@montaukfinancial.com