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
(the "Warrants"). 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,
          if any of the Warrants are exercised.

     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 516-379-8501, or your broker or bank. We thank you for
your continued support of the Company.


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









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                         IMPORTANT DATES TO REMEMBER

      Event                               Date
      -----                               ----
Record Date                               -------------

Subscription Period                       -------------  -  -----------------
                                                            (unless extended)

Expiration of Offer                       ------------- (unless extended)
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