EXHIBIT 99.6

                        FIRST MONTAUK FINANCIAL CORP.

                  DTC PARTICIPANT SUBSCRIPTION EXERCISE FORM

     The terms and conditions of the Rights Offering are set forth in the
Prospectus dated __________________, 1997 (the "Prospectus") of First Montauk
Financial Corp. (the "Company") and are available upon request from North
American Transfer Company, the Subscription Agent. Terms used but not defined
herein have the meaning ascribed to them in the Prospectus.

     This form is to be used only by a Depository Trust Company ("DTC")
participant to exercise the Oversubscription Privilege in respect of Rights for
which the Basic Subscription Privilege was exercised and delivered through the
facilities of DTC. All other exercises of Oversubscription Privileges must be
effected by delivery of Subscription Rights Certificates.

     VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00
P.M., EASTERN TIME, ON ________________, 1997, UNLESS EXTENDED BY THE COMPANY TO
A TIME NOT LATER THAN 5:00 P.M., EASTERN TIME, ON ____________________, 1997 (IN
EITHER CASE, THE "EXPIRATION TIME").

                            -----------------------

     1. The undersigned hereby certifies to the Company and North American
Transfer Company, as the Subscription Agent, that it is a participant in DTC and
that it has either (i) exercised the Basic Subscription Privilege in respect of
Rights and delivered such exercised Rights to the Subscription Agent by means of
transfer to the DTC account of the Subscription Agent designated in the
Prospectus or (ii) delivered to the Subscription Agent a Notice of Guaranteed
Delivery in respect of the exercise of the Basic Subscription Privilege and will
deliver the Rights called for in such Notice of Guaranteed Delivery to the
Subscription Agent by means of transfer to such DTC account of the Subscription
Agent.

     2. The undersigned hereby exercises the Oversubscription Privilege to
purchase, to the extent available, ______Units. A true and correct Nominee
Holder Oversubscription Certification is attached as Exhibit A hereto.

     3. The undersigned understands that payment of the Subscription Price of
$.45 per Unit subscribed for pursuant to the Oversubscription Privilege must be
received by the Subscription Agent before the Expiration Time and represents
that such payment, in the aggregate amount of $______, either (check appropriate
box):

      |_|   has been or is being delivered to the Subscription Agent pursuant to
            the Notice of








            Guaranteed Delivery referred to above

            or

      |_|   is being delivered to the Subscription Agent herewith

            or

      |_|   has been delivered separately to the Subscription Agent;

and, in the case of funds not delivered pursuant to a Notice of Guaranteed
Delivery, is or was a delivered in the manner set forth below (check appropriate
box and complete information relating thereto):

      |_|   Wire transfer of funds directed to  ____________ 
            Bank, ABA No. _______________,  Account No._______________.

            Name of transferor institution ___________________________

            Date of transfer _________________________________________

            Confirmation number (if available) _______________________

      |_|   Uncertified check payable to North American Transfer Company
            (Payment by uncertified check will not be deemed to have been
            received by the Subscription Agent until such check has cleared.
            Rights holders paying such means are urged to make payment
            sufficiently in advance of the Expiration Time to ensure that such
            payment clears by such date.)

            Name of maker ____________________________________________

            Date of check ____________________________________________

            Bank on which check is drawn _____________________________

      |_|   Certified check payable to North American Transfer Company

            Name of maker ____________________________________________

            Date of check ____________________________________________

            Bank on which check is drawn______________________________

      |_|   Cashier's check payable to North American Transfer Company







            Name of maker ____________________________________________

            Date of check ____________________________________________

      |_|   Money order payable to North American Transfer Company

            Issuer of money order ____________________________________

            Date of money order ______________________________________

DATE AND SIGN HERE:

By _______________________________    __________________________________________
       Name:                                    DTC Basic Subscription
       Title:                                    Confirmation Number

Dated: ___________________________    __________________________________________
       Name:                                   DTC Participant Number

                                      __________________________________________
                                              Name of DTC Participant

PARTICIPANTS EXERCISING THE OVERSUBSCRIPTION PRIVILEGE PURSUANT HERETO MUST ALSO
SUBMIT TO THE SUBSCRIPTION AGENT THE NOMINEE HOLDER OVERSUBSCRIPTION
CERTIFICATION ATTACHED HERETO AS EXHIBIT A.







        EXHIBIT A TO DTC PARTICIPATION OVERSUBSCRIPTION EXERCISE FORM

                        FIRST MONTAUK FINANCIAL CORP.

                NOMINEE HOLDER OVERSUBSCRIPTION CERTIFICATION

     The undersigned, a bank, broker or other nominee holder of Rights
("Rights") to purchase units ("Units"), of First Montauk Financial Corp. (the
"Company") pursuant to the offering (the "Rights Offering") described in the
Company's Prospectus dated (the "Prospectus'), hereby certifies to the Company
and to Northern American Transfer Company, as Subscription Agent for the Rights
Offering, that for each numbered line filled in below the undersigned has
exercised, on behalf of the beneficial owner thereof (which may be the
undersigned), the number of Rights specified on such line pursuant to the Basic
Subscription Privilege (as defined in the Prospectus) and such beneficial owner
wishes to subscribe for the purchase of additional Units pursuant to the
Oversubscription Privilege (as defined in the Prospectus), in the amount set
forth in the second column of such line.

Number of Rights           Number of Units             Number of Units
Exercised                  Subscribed for Pursuant     Subscribed for Pursuant
Pursuant to Basic          to Basic Subscription       to Over Subcription
Privilege                  Privilege                   Privilege
- -----------------          ----------------------      -----------------------

1.  ____________________   1.  ______________________  1. ______________________
2.  ____________________   2.  ______________________  2. ______________________
3.  ____________________   3.  ______________________  3. ______________________
4.  ____________________   4.  ______________________  4. ______________________
5.  ____________________   5.  ______________________  5. ______________________
6.  ____________________   6.  ______________________  6. ______________________
7.  ____________________   7.  ______________________  7. ______________________
8.  ____________________   8.  ______________________  8. ______________________
9.  ____________________   9.  ______________________  9. ______________________
10. ____________________   10. ______________________ 10. ______________________


- ---------------------------------------
        Name of Nominee Holder

By:_____________________________________
      Name:
      Title:

Dated: __________________________________


Provide the following information, if applicable:

- ----------------------------------------
      Depositary Trust Company ("DTC")
             Participant Number

- ----------------------------------------
      DTC Basic Subscription
      Confirmation Number(s)