As filed with the Securities and Exchange Commission on December 10, 2002
                                             Registration File No.   ___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Federal Trust Corporation
         --------------------------------------------------------------

                (Name of registrant as specified in its charter)

    Florida                                                        59-2935028
------------------------------                                ------------------
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

312 W. First Street, Sanford, Florida                               32771
----------------------------------------                      ------------------
(Address of principal executive offices)                          (Zip Code)



                              AMENDED AND RESTATED
                    1998 EMPLOYEE STOCK COMPENSATION PROGRAM
                            (Full title of the plan)

                               James V. Suskiewich
                       President & Chief Executive Officer
                               312 W. First Street
                             Sanford, Florida 32771
                                 (800) 226-2829
           ----------------------------------------------------------
           (Name, address and telephone number of agent for service)

                              Copies Requested to:
             Richard L. Pearlman, Esq. or Herbert D. Haughton, Esq.
                             Igler & Dougherty, P.A.
                              1501 Park Avenue East
                           Tallahassee, Florida 32301
                            (850) 878-2411 Telephone
                            (850) 878-1230 Facsimile



<TABLE>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
             Title of                                           Proposed              Proposed
            each class                     Amount                maximum               maximum
           of securities                    to be               offering              aggregate            Amount of
         to be registered                registered             price(1)          offering price(1)    registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                    <C>                 <C>                    <C>
Common stock $0.01 par value              475,000                $4.00               $1,900,000             $475.00
====================================================================================================================================
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee on the
     exercise price of options previously granted.
</FN>
</TABLE>

================================================================================

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.       Incorporation of Documents by Reference.

     The documents  listed below are hereby  incorporated by reference into this
Registration  Statement,  and all documents  subsequently filed by Federal Trust
Corporation  ("Federal Trust") pursuant to Section 13(a),  13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  as  amended,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such documents:

     1.       Federal  Trust's  Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2001;

     2.       Federal Trust's  Quarterly Reports on Form 10-QSB for the quarters
              ended March 31, 2002, June 30, 3002 and September 30, 2002;

     3.       Federal  Trust's  Current Reports on Form 8-K filed since December
              31, 2001;


Item 4.       Description of Securities.

     The   description  of  our  common  stock   contained  in  Federal  Trust's
Registration  Statement on Form SB-2, as filed with the  Securities and Exchange
Commission  on April  25,  2002,  Registration  File  No.  333-86916  is  hereby
incorporated by reference.


Item 5.       Interests of Named Experts and Counsel.

     The validity of the common stock  registered  hereby will be passed upon by
Igler & Dougherty,  P.A. Mr. A. George Igler,  the President and  shareholder of
Igler & Dougherty, P.A. is a director of Federal Trust.


Item 6.       Indemnification of Directors and Officers.

     The  description  of the  indemnification  provisions  of our  Articles  of
Incorporation,   our  Bylaws  and  Florida  law  contained  in  Federal  Trust's
Registration  Statement on Form SB-2, as filed with the  Securities and Exchange
Commission  on April  25,  2002,  Registration  File  No.  333-86916  is  hereby
incorporated by reference.

<PAGE>


Item 8.       Exhibits.

     The  following  exhibits  are or have been  filed with the  Securities  and
Exchange  Commission and are  incorporated  by reference into this  registration
statement.  The  exhibits  which  are  marked  by a  single  asterisk  (*)  were
previously  filed as a part of, and are hereby  incorporated  by reference  from
Registrant's  Registration  Statement  on  form  SB-1,  as  effective  with  the
Securities and Exchange Commission ("SEC") on October 7, 1997,  Registration No.
333-30883.  The  exhibits  which  are  marked  by a double  asterisk  (**)  were
previously  filed with the SEC, and are hereby  incorporated  by reference  from
Registrant's 1998 Definitive Proxy Statement. The exhibits which are marked with
a triple  asterisk  (***) were  previously  filed  with the SEC,  and are hereby
incorporated by reference from Registrant's 1999 Definitive Proxy Statement. The
exhibit numbers correspond to the exhibit numbers in the referenced documents.

Exhibit No.      Description of Exhibit
-----------      ----------------------

    * 3.1        1996  Amended  Articles of  Incorporation  and the 1995 Amended
                 and Restated Articles of Incorporation of Federal Trust

    * 3.2        1995 Amended and Restated Bylaws of Federal Trust

   ** 3.3        1998  Articles  of  Amendment  to  Articles of Incorporation of
                 Federal Trust

  *** 3.4        1999  Articles of Amendment to  Articles  of  Incorporation  of
                 Federal Trust

      3.5        Amendment to Bylaws (filed with Form 8-K on  November 13, 2001)

    * 4.0        Specimen of Common Stock Certificate

      4.1        Amended and Restated 1998 Employee Stock Compensation Program

      5.1        Opinion of Igler & Dougherty, P.A.

       21        Subsidiaries (filed with Registration Statement on Form SB-2 on
                 April 25, 2002, Registration File No. 333-86916)

     23.1        Consent of Igler & Dougherty. P.A. (contained in Exhibit 5.1)

     23.2        Consent of Hacker Johnson & Smith PA

     24.1        Power  of  Attorney  -  included  in  the  Signature  Page   of
                 registration statement

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-8 and has duly authorized  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Sanford, State of Florida on November 22, 2002.

                              FEDERAL TRUST CORPORATION


Date: November 22, 2002             By: /s/ James V. Suskiewich
                                        -----------------------
                                    James V. Suskiewich
                                    President and Chief Executive Officer


Date: November 22, 2002             By: /s/ Aubrey H. Wright
                                        --------------------
                                    Aubrey H. Wright
                                    Chief Financial Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints James V.  Suskiewich and Aubrey H. Wright,  and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of  substitution  and  resubstitution  for him or her, in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully  and to all  intents  and  purposes  as he or she  might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents may lawfully do or cause to be done by virtue hereof.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated.



     Signature                          Title                         Date
     ---------                          -----                         ----

                                  President, Chief
/s/James V. Suskiewich            Executive Officer,
----------------------
James V. Suskiewich             Chairman of the Board          November 22, 2002


/s/Samuel C. Certo
------------------
Samuel C. Certo                       Director                 November 22, 2002

<PAGE>

     Signature                          Title                         Date
     ---------                          -----                         ----


/s/Kenneth W. Hill
------------------
Kenneth W. Hill                       Director                 November 22, 2002


/s/George W. Foster
-------------------
George W. Foster                      Director                 November 22, 2002


/s/A. George Igler
------------------
A. George Igler                       Director                 November 27, 2002
[{"type": "S-8", "sequence": "1", "filename": "ftc-esop.txt", "description": "INITIAL FILING", "secsgml_size_bytes": 11198}]
{"company-data": {"conformed-name": "FEDERAL TRUST CORP", "cik": "0000842640", "assigned-sic": "6035", "irs-number": "592935028", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101738", "film-number": "02852925"}, "business-address": {"street1": "1211 ORANGE AVE", "city": "WINTER PARK", "state": "FL", "zip": "32789", "phone": "4076451201"}, "mail-address": {"street1": "1211 ORANGE AVENUE", "city": "WINTER PARK", "state": "FL", "zip": "32789"}, "former-company": [{"former-conformed-name": "FIRST COAST BANCORP INC", "date-changed": "19881221"}, {"former-conformed-name": "FIRST COAST HOLDINGS CORP", "date-changed": "19900408"}, {"former-conformed-name": "FEDTRUST CORP", "date-changed": "19911020"}]}
As filed with the Securities and Exchange Commission on December 10, 2002
                                             Registration File No.   ___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Federal Trust Corporation
         --------------------------------------------------------------

                (Name of registrant as specified in its charter)

    Florida                                                        59-2935028
------------------------------                                ------------------
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

312 W. First Street, Sanford, Florida                               32771
----------------------------------------                      ------------------
(Address of principal executive offices)                          (Zip Code)

                              AMENDED AND RESTATED
                    1998 EMPLOYEE STOCK COMPENSATION PROGRAM
                            (Full title of the plan)

                               James V. Suskiewich
                       President & Chief Executive Officer
                               312 W. First Street
                             Sanford, Florida 32771
                                 (800) 226-2829
           ----------------------------------------------------------
           (Name, address and telephone number of agent for service)

                              Copies Requested to:
             Richard L. Pearlman, Esq. or Herbert D. Haughton, Esq.
                             Igler & Dougherty, P.A.
                              1501 Park Avenue East
                           Tallahassee, Florida 32301
                            (850) 878-2411 Telephone
                            (850) 878-1230 Facsimile

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
             Title of                                           Proposed              Proposed
            each class                     Amount                maximum               maximum
           of securities                    to be               offering              aggregate            Amount of
         to be registered                registered             price(1)          offering price(1)    registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common stock $0.01 par value              475,000                $4.00               $1,900,000             $475.00
====================================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee on the
     exercise price of options previously granted.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

     The documents  listed below are hereby  incorporated by reference into this
Registration  Statement,  and all documents  subsequently filed by Federal Trust
Corporation  ("Federal Trust") pursuant to Section 13(a),  13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  as  amended,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such documents:

     1.       Federal  Trust's  Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2001;

     2.       Federal Trust's  Quarterly Reports on Form 10-QSB for the quarters
              ended March 31, 2002, June 30, 3002 and September 30, 2002;

     3.       Federal  Trust's  Current Reports on Form 8-K filed since December
              31, 2001;

Item 4.       Description of Securities.

     The   description  of  our  common  stock   contained  in  Federal  Trust's
Registration  Statement on Form SB-2, as filed with the  Securities and Exchange
Commission  on April  25,  2002,  Registration  File  No.  333-86916  is  hereby
incorporated by reference.

Item 5.       Interests of Named Experts and Counsel.

     The validity of the common stock  registered  hereby will be passed upon by
Igler & Dougherty,  P.A. Mr. A. George Igler,  the President and  shareholder of
Igler & Dougherty, P.A. is a director of Federal Trust.

Item 6.       Indemnification of Directors and Officers.

     The  description  of the  indemnification  provisions  of our  Articles  of
Incorporation,   our  Bylaws  and  Florida  law  contained  in  Federal  Trust's
Registration  Statement on Form SB-2, as filed with the  Securities and Exchange
Commission  on April  25,  2002,  Registration  File  No.  333-86916  is  hereby
incorporated by reference.
Item 8.       Exhibits.

     The  following  exhibits  are or have been  filed with the  Securities  and
Exchange  Commission and are  incorporated  by reference into this  registration
statement.  The  exhibits  which  are  marked  by a  single  asterisk  (*)  were
previously  filed as a part of, and are hereby  incorporated  by reference  from
Registrant's  Registration  Statement  on  form  SB-1,  as  effective  with  the
Securities and Exchange Commission ("SEC") on October 7, 1997,  Registration No.
333-30883.  The  exhibits  which  are  marked  by a double  asterisk  (**)  were
previously  filed with the SEC, and are hereby  incorporated  by reference  from
Registrant's 1998 Definitive Proxy Statement. The exhibits which are marked with
a triple  asterisk  (***) were  previously  filed  with the SEC,  and are hereby
incorporated by reference from Registrant's 1999 Definitive Proxy Statement. The
exhibit numbers correspond to the exhibit numbers in the referenced documents.

Exhibit No.      Description of Exhibit
-----------      ----------------------

    * 3.1        1996  Amended  Articles of  Incorporation  and the 1995 Amended
                 and Restated Articles of Incorporation of Federal Trust

    * 3.2        1995 Amended and Restated Bylaws of Federal Trust

   ** 3.3        1998  Articles  of  Amendment  to  Articles of Incorporation of
                 Federal Trust

  *** 3.4        1999  Articles of Amendment to  Articles  of  Incorporation  of
                 Federal Trust

      3.5        Amendment to Bylaws (filed with Form 8-K on  November 13, 2001)

    * 4.0        Specimen of Common Stock Certificate

      4.1        Amended and Restated 1998 Employee Stock Compensation Program

      5.1        Opinion of Igler & Dougherty, P.A.

       21        Subsidiaries (filed with Registration Statement on Form SB-2 on
                 April 25, 2002, Registration File No. 333-86916)

     23.1        Consent of Igler & Dougherty. P.A. (contained in Exhibit 5.1)

     23.2        Consent of Hacker Johnson & Smith PA

     24.1        Power  of  Attorney  -  included  in  the  Signature  Page   of
                 registration statement
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-8 and has duly authorized  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Sanford, State of Florida on November 22, 2002.

                              FEDERAL TRUST CORPORATION

Date: November 22, 2002             By: /s/ James V. Suskiewich
                                        -----------------------
                                    James V. Suskiewich
                                    President and Chief Executive Officer

Date: November 22, 2002             By: /s/ Aubrey H. Wright
                                        --------------------
                                    Aubrey H. Wright
                                    Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints James V.  Suskiewich and Aubrey H. Wright,  and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of  substitution  and  resubstitution  for him or her, in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully  and to all  intents  and  purposes  as he or she  might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents may lawfully do or cause to be done by virtue hereof.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated.

     Signature                          Title                         Date
     ---------                          -----                         ----

                                  President, Chief
/s/James V. Suskiewich            Executive Officer,
----------------------
James V. Suskiewich             Chairman of the Board          November 22, 2002

/s/Samuel C. Certo
------------------
Samuel C. Certo                       Director                 November 22, 2002
Signature                          Title                         Date
     ---------                          -----                         ----

/s/Kenneth W. Hill
------------------
Kenneth W. Hill                       Director                 November 22, 2002

/s/George W. Foster
-------------------
George W. Foster                      Director                 November 22, 2002

/s/A. George Igler
------------------
A. George Igler                       Director                 November 27, 2002