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 17, 2006

                          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))





                                     1 of 2




Item 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 17, 2006, First Montauk Financial Corp. (the "Registrant")  issued a
press release  announcing results for the fiscal quarter ended March 31, 2006. 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 17, 2006.




                                    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 18, 2006




                                  EXHIBIT INDEX


    Exhibit     Description
    Number
    ------
      99.1      Press Release of First Montauk Financial Corp. dated
                May 17, 2006.



                                                                Exhibit 99.1




                              FOR IMMEDIATE RELEASE


                  FIRST MONTAUK ANNOUNCES FIRST QUARTER RESULTS

Red Bank, NJ - May 17, 2006 - 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, 2006.

Revenues for the first quarter of 2006 decreased to $13.3 million, compared to
$15.5 million for the same period in 2005, a 15% decrease. The Company reported
a net loss applicable to common stockholders of $1,087,000, or ($.07) per basic
and diluted share for the first quarter of 2006, compared to a net loss
applicable to common stockholders of $745,000, or $(.06) per basic and diluted
share for the first quarter of 2005. A number of factors contributed to the loss
for the quarter, including a charge to compensation expense of $951,000 in
connection with the separation agreement with one of our senior executives and
$156,000 of professional fees related to the proposed acquisition of the Company
by an affiliate of Investment Properties of America, LLC, a privately owned,
diversified real estate investment and management company.

Victor K. Kurylak, President and CEO of Montauk Financial Group, commented, "We
continue to make excellent progress implementing our business plan. Although we
reported a loss for the quarter, the loss is due to expenses related to an
executive separation agreement and professional fees associated with our
announced merger. While our focus on business risk has led to a net reduction in
registered representatives compared to last year's first quarter, it has been
offset by productivity gains and improved market conditions resulting in an
increase in revenue per registered representative, as well as an increase in
total commission revenues.  We remain dedicated to the growth and development of
our core business."

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 over 50,000 retail and institutional accounts. The Company's
ability to offer quality support services, enhanced web-based information
systems and a competitive commission payout structure has attracted
approximately 285 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, 2006 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,

                                                      2006                2005
                                                      ----                ----
                                                  (unaudited)        (unaudited)


Revenues                                        $   13,312           $   15,566
                                                ==========            =========
Expenses                                        $   14,335           $   16,453
                                                ==========            =========
Net loss                                        $   (1,044)          $     (711)
                                                ===========           =========
Net loss applicable to
common stockholders                             $   (1,087)          $     (745)
                                                ===========         ==========
Loss per share:
Basic and diluted                               $    (0.07)          $    (0.06)
                                                ===========         ==========
Weighted average number of shares
of stock outstanding:
Basic and diluted                               15,335,937           12,380,852










Contact:

First Montauk Financial Corp.
Victor K. Kurylak,
President and
Chief Executive Officer
(800) 876-3672, ext. 4230
info@montaukfinancial.com