EXHIBIT 99.1

                  [Letterhead of First Montauk Financial Corp.]

                              IMPORTANT INFORMATION
                          FIRST MONTAUK FINANCIAL CORP.
                                 RIGHTS OFFERING
                     TIME SENSITIVE - THIS OFFER EXPIRES ON
                          ___________, UNLESS EXTENDED

Dear Stockholder,

Enclosed with this letter is a Prospectus explaining the Company's Rights
Offering which gives you the opportunity to purchase Units of the Company at a
price of $.45 per Unit (the "Subscription Price"). Each Unit consists of one
Class A Redeemable Common Stock Purchase Warrant, one Class B Redeemable Common
Stock Purchase Warrant and one Class C Redeemable Common Stock Purchase Warrant.
You will not be required to pay any brokerage fees in connection with any
subscription of Units pursuant to the Rights Offering.

SUMMARY OF THE TERMS OF RIGHTS OFFERING

         o        Effectively, you have one non-transferable right for every
                  share you own at the close of business on _________, 1997 (the
                  "Record Date").

         o        Three whole rights plus the Subscription Price will be
                  required to purchase one Unit of the Company (Basic
                  Subscription Privilege). If your shareholding is not exactly
                  divisible by three, the fraction will be rounded down to the
                  nearest whole number.

         o        In addition, there is an Oversubscription Privilege. This
                  allows you to subscribe for more Units, at the Subscription
                  Price. The available Units will be allocated in proportion to
                  the number of shares you own on the Record Date.

         o        As a result of the terms of the Rights Offering, Rights
                  Holders who do not fully exercise their rights will own a
                  smaller proportional interest in the Company than they owned
                  prior to the Rights Offering.

         o        The Rights Offering expires at 5 P.M., Eastern Time, on 
                  _________, 1997, unless extended.

         o        The Rights Offering is conditioned upon the receipt of all
                  necessary regulatory approvals, including those for federal
                  and state securities laws.







         A Subscription Rights Certificate is enclosed evidencing your Rights,
together with a postage-paid, return envelope. You may exercise your Rights and
pay for the purchase of additional shares in two ways:

         o        If you wish to subscribe for Units pursuant to the Rights `
                  Offering, you must send the Subscription Rights Certificate
                  together with payment for the Units you wish to acquire
                  pursuant to the Basic Subscription Privilege and additional
                  Units you wish to subscribe for pursuant to the
                  Oversubscription Privilege to the Subscription Agent. To be
                  accepted, such payment, together with the executed
                  Subscription Rights Certificate, must be received by the
                  Subscription Agent, North American Transfer Company 47 West
                  Merrick Road, Freeport, New York 11521, prior to 5 p.m., New
                  York City time, on _________, unless the Rights Offering is
                  extended. The Subscription Agent will deposit all Unit
                  purchase checks received prior to the final due date into a
                  segregated interest bearing account (which interest will
                  accrue to the benefit of the Company) pending proration and
                  distribution of the shares. PAYMENT MUST BE IN UNITED STATES
                  DOLLARS BY WIRE TRANSFER OR BY MONEY ORDER OR CHECK DRAWN ON A
                  U.S. BANK, MUST BE PAYABLE TO THE SUBSCRIPTION AGENT, MUST
                  ACCOMPANY AN EXECUTED SUBSCRIPTION RIGHTS CERTIFICATE AND MUST
                  BE DELIVERED TO THE LOCATION SPECIFIED.

         o        If you wish to subscribe for Units pursuant to the Rights
                  Offering, but time will not permit you to cause the
                  Subscription Rights Certificate to reach the Subscription
                  Agent prior to the expiration of the Rights Offering, you must
                  provide the Subscription Agent with a notice of guaranteed
                  delivery through your bank or broker in accordance with the
                  procedures which appear in the Prospectus.

                  The Rights Offering is being made pursuant to the Prospectus
which sets forth detailed information about the Company and the Rights Offering.
Please read these materials carefully.

                  If you have any questions regarding the offering, please call
the Subscription Agent at ___________, or your broker or bank. We thank you for
your continued support of the Company.


- ---------------------------                          ---------------------------
Herbert Kurinsky, President                          William J. Kurinsky,
                                                     Secretary







                           IMPORTANT DATES TO REMEMBER

         Event                                 Date
         -----                                 ----

Record Date                                 ________________

Subscription Period                         ________________ - ________________
                                                               (unless extended)

Expiration of Offer                         ________________ (unless extended)