Exhibit 99.1
              Letter to Shareholders Regarding Subscription Rights






XXXX xx, 1997


Dear Shareholder:

        We are pleased to announce  that  Federal  Trust  Corporation  ("Federal
Trust"), a Florida  corporation and parent of Federal Trust Bank, is offering up
to 2,701,619  shares of Common  Stock.  Federal  Trust is offering the shares of
Common Stock at a price of $2.00 per share on a priority basis first in a Rights
Offering  to  shareholders  as of the March 26,  1997  Record Date and then in a
Community  Offering  to certain  members of the  general  public.  Net  offering
proceeds will increase the capital of the Bank and support  future growth of the
Bank.

         We have enclosed the following materials which will help you learn more
about the merits of Federal Trust  Corporation's  Common Stock as an investment.
Please read and review the materials carefully.

         PROSPECTUS:   This  document   provides   detailed   information  about
         operations at Federal Trust and the proposed Offering.

         QUESTIONS AND ANSWERS: Key questions and answers about the Offering are
         found in this pamphlet.

         STOCK ORDER FORM &  CERTIFICATION  FORM:  This form is used to purchase
         common stock by returning it with your payment in the enclosed business
         reply  envelope.  The deadline for ordering  common stock in the Rights
         Offering is 5:00 p.m. Eastern time on September 30, 1997. The Community
         Offering will expire on ________, 1997, unless extended by the Company.

         We are inviting  existing  shareholders  the  opportunity to buy Common
Stock  directly from Federal Trust without  paying a commission or a fee. If you
have additional questions regarding the Offering, contact the Stock Sales Center
at (614) 766-8400 (Dublin, Ohio) or (212) 323-8300 (New York, New York).


Sincerely,



Keefe, Bruyette & Woods, Inc.

THE SHARES OF COMMON  STOCK BEING  OFFERED ARE NOT SAVINGS  ACCOUNTS OR DEPOSITS
AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE  CORPORATION,  THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK.
THE OFFER IS MADE ONLY BY THE PROSPECTUS.