As filed with the Securities and Exchange Commission on March 1, 2005

                                                        File No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            -------------------------

                          FIRST MONTAUK FINANCIAL CORP.
             (Exact name of Registrant as specified in its charter)

                            Parkway 109 Office Center
                             328 Newman Springs Road
                           Red Bank, New Jersey 07701
       New Jersey                (732) 842-4700                   22-1737915
(State of Incorporation)   (Address, including zip code,        (I.R.S.Employer
                          and telephone number, including       Identification
                            area code, of registrant's              Number)
                           principal executive offices)

                        2002 Incentive Stock Option Plan
              1996 Senior Management Stock Option Plan, as amended
                  2002 Non-Executive Director Stock Option Plan
                              (Full Name of Plans)

                                -----------------
                                Victor K. Kurylak
                             Chief Executive Officer
                            Parkway 109 Office Center
                             328 Newman Springs Road
                           Red Bank, New Jersey 07701
                                 (732) 842-4700
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                                -----------------

                                 With copies to:
                             Victor J. DiGioia, Esq.
                           Michael A. Goldstein, Esq.
                            GOLDSTEIN & DIGIOIA, LLP
                                   45 Broadway
                            New York, New York 10017
                            Telephone (212) 599-3322
                            Facsimile (212) 557-0295


<PAGE>
<TABLE>
<S>                                               <C>                     <C>                 <C>                 <C>

                                                  CALCULATION OF REGISTRATION FEE

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

                                                                          Proposed Maximum    Proposed Maximum
                                                                           Offering Price    Aggregate Offering
Title of Each Class of Securities Being               Amount to be          per Share (2)         Price(2)            Amount of
Registered                                           Registered (1)                                                Registration Fee
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
                                                  4,286,000 Shares (3)         $1.04            $4,457,440            $524.64
Common Stock, no par value
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------

Common Stock, no par value                        1,214,000 Shares (4)         $0.59            $  716,260            $ 84.30
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------

Common Stock, no par value                        2,000,000 Shares (5)         $1.04            $2,080,000            $244.82
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------

Common Stock, no par value                          120,000 Shares (6)         $ .30            $   36,000            $  4.24
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
                                                  7,620,000 Shares                              $7,289,700            $858.00
Totals
================================================ ======================== ================== ==================== ==================
</TABLE>

(1)  Pursuant  to Rule  416(a)  under  the  Securities  Act,  this  Registration
     Statement  shall also cover any  additional  shares of Common  Stock  which
     become  issuable  under the  following  of our  stock  option  plans:  2002
     Incentive  Stock Option Plan,  Amended and Restated 1996 Senior  Management
     Plan,  and the 2002  Non-Executive  Director Stock Option Plan by reason of
     any  stock  dividend,  stock  split,   recapitalization  or  other  similar
     transaction  effected  without the  Registrant's  receipt of  consideration
     which  results in an  increase in the number of the  outstanding  shares of
     Registrant's Common Stock.

(2)  Offering prices of options that have not yet been granted as of the date of
     this  Registration  Statement and for the outstanding  shares of restricted
     stock  granted  under the 1996  Management  Plan are computed in accordance
     with Rule 457(h) based on the average of the bid and asked prices per share
     of  Registrant's  Common  Stock on February 25, 2005 as reported on the OTC
     Bulletin Board, which was $1.04 per share.  Offering prices of options that
     are outstanding as of the date of this Registration  Statement are computed
     in accordance with Rule 457(h) based on the weighted average exercise price
     (rounded to the nearest cent) of the outstanding  options.  Offering prices
     are estimated solely for the purpose of calculating the registration fee.

(3)  Represents  shares  issuable  upon  exercise  of  options  under  the  2002
     Incentive Plan, and the 2002 Director Plan that have not been granted as of
     the date of this  Registration  Statement.  These shares comprised a common
     pool of authorized  shares that are available for grant under any or all of
     these plans. Of these shares,  the number of shares  available for issuance
     under the 2002  Incentive  Plan is  3,786,000;  and the number of shares we
     expect to issue under the 2002 Director Plan is 500,000.

(4)  Represents  shares of Common Stock  issuable upon  exercise of  outstanding
     options under the 2002 Incentive  Plan as of the date of this  Registration
     Statement.

(5)  Represents  shares of  restricted  Common Stock that have been issued under
     the 1996 Management Plan as of the date of this Registration Statement.

(6)  Represents  shares of Common Stock  issuable upon  exercise of  outstanding
     options under the 2002  Director  Plan as of the date of this  Registration
     Statement.

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

<PAGE>


                                Explanatory Note

First Montauk  Financial Corp. (the  "Registrant")  is filing this  Registration
Statement  on Form S-8 to register (i)  5,000,000  shares of common stock of the
Registrant,  no par  value  per  share  ("Common  Stock"),  issuable  under  the
Registrant's  2002  Incentive  Stock Option Plan,  including  shares  underlying
1,214,000  outstanding  options  previously granted by the Registrant under such
plan;  (ii) 2,000,000  shares of Common Stock  issuable  under the  Registrant's
Amended  1996 Senior  Management  Stock  Option  Plan,  consisting  of 2,000,000
restricted  shares of Common Stock  previously  awarded by the  Registrant;  and
(iii)  620,000  shares of Common  Stock  issuable  under the  Registrant's  2002
Non-Executive  Director Stock Option Plan,  including shares underlying  120,000
outstanding options previously granted by the Registrant under such plan.




<PAGE>


PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents,  heretofore filed by First Montauk Financial Corp.
with the  Commission  pursuant to the Exchange Act, are hereby  incorporated  by
reference, except as superseded or modified herein:

1.   Our Annual  Report on Form 10-K,  for the fiscal  year ended  December  31,
     2003.

2.   Our Quarterly  Reports on Form 10-Q for the fiscal quarters ended March 31,
     2004, June 30, 2004 and September 30, 2004.

3.   The  following of our Reports on Form 8-K filed with the  Commission on the
     following  dates:  January 5, 2004,  July 12,  2004,  September  28,  2004,
     September 28, 2004,  October 13, 2004,  January 21, 2005,  February 9, 2005
     and February 11, 2005.

4.   A description of our common stock contained in our  registration  statement
     on Form S-3/S-8 (SEC Registration No.  333-28907),  filed on June 10, 1997,
     as amended by our Registration  Statement on Form S-3/S-8 (SEC Registration
     No. 333-28907), filed on July 29, 1997.

     Each document filed  subsequent to the date of this prospectus  pursuant to
Section 13(a),  13(c),  14 or 15(d) of the Exchange Act prior to the termination
of this  offering  shall be  deemed  to be  incorporated  by  reference  in this
prospectus  and shall be part hereof  from the date of filing of such  document.
Any statement contained in a document  incorporated or deemed to be incorporated
by reference  herein shall be deemed modified or superseded for purposes of this
Registration  Statement and Prospectus to the extent that a statement  contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded,  to constitute a part of the  Registration  Statement of
which this Prospectus forms a part.

     We  will  provide  without  charge  to each  person  to whom a copy of this
Prospectus is delivered,  upon the written or oral request of any such person, a
copy of any document  described above (other than  exhibits).  Requests for such
copies should be directed to First Montauk  Financial Corp.,  Parkway 109 Office
Center,  328 Newman Springs Road, Red Bank,  New Jersey 07701,  telephone  (732)
842-4700,  Attention:  General  Counsel.  Our World  Wide Web site is located at
www.montaukfinancialgroup.com.  Information on the Web site is not  incorporated
by reference into this Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.



<PAGE>


Item 6.  Indemnification of Directors and Officers.

     First  Montauk's  By-Laws  require First Montauk to indemnify,  to the full
extent authorized by Section 14A:3-5 of the New Jersey Business Company Act, any
person with  respect to any civil,  criminal,  administrative  or  investigative
action or proceeding instituted or threatened by reason of the fact that he, his
testator or intestate is or was a director, officer or employee of First Montauk
or any  predecessor  of First  Montauk is or was serving at the request of First
Montauk or a predecessor  of First Montauk as a director,  officer,  employee or
agent of another Company, partnership, joint venture, trust or other enterprise.

     Section  14A:3-5 of the New Jersey  Business  Company  Act  authorized  the
indemnification  of directors and officers against liability  incurred by reason
of being a director or officer and against expenses  (including  attorneys fees)
in connection with defending any action seeking to establish such liability,  in
the case of third-party  claims,  if the officer or director acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests of First  Montauk and if such officer or director  shall not have been
adjudged  liable  for  negligence  or  misconduct,   unless  a  court  otherwise
determines.  Indemnification  is also  authorized  with  respect to any criminal
action or proceeding  where the officer or director had no  reasonable  cause to
believe his conduct was unlawful.

     In accordance with Section 14A:2-7 of the New Jersey Business  Company Act,
First Montauk's  Certificate of Incorporation  eliminates the personal liability
of officers and  directors  to First  Montauk and to  shareholders  for monetary
damage  for  violation  of a  director's  duty  owed  to  First  Montauk  or its
Shareholders, under certain circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers,  or persons  controlling First
Montauk pursuant to the foregoing  provisions,  or otherwise,  First Montauk has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in such  Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable
<PAGE>


Item 8.  Exhibits.

     The exhibits  designated  with (*) are filed  herewith.  All other exhibits
have been previously filed with the Commission and, pursuant to 17 C.F.R.  Secs.
201.24 and 240.12b-32,  are incorporated by reference to the document referenced
in brackets following the description of such exhibits.

Exhibit
No.               Description

4.1  Form of Common Stock  Certificate  (previously filed with the Commission on
     First Montauk's Registration Statement on Form S-l, File No. 33-24696).

4.2  Amended 1996 Senior Management Stock Option Plan (previously filed with the
     Commission  with First  Montauk's  2000 Proxy  Statement,  filed on May 26,
     2000).

4.3  2002 Incentive Stock Option Plan  (previously  filed with the Commission as
     an Exhibit A to our Proxy Statement dated May 20, 2002).

4.4  2002  Non-Executive  Directors Stock Option Plan (previously filed with the
     Commission as an Exhibit B to our Proxy Statement dated May 20, 2002).

5*   Opinion of Goldstein & DiGioia, LLP re legality of shares offered.

23.1* Consent of Schneider & Associates LLP.

23.2* Consent of Goldstein & DiGioia, LLP, contained in Exhibit 5.

24.1*Power  of  Attorney  (contained  on  signature  page to  this  Registration
     Statement)

<PAGE>

Item 9.  Undertakings

We hereby undertake:

A. (1) To file,  during any period in which  offers or sales are being  made,  a
post-effective amendment to this registration statement:


     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereto)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,  that paragraphs  A(1)(i) and A(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information  required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. For purposes of determining  any liability  under the Securities Act of 1933,
each filing of our annual  report  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable  grounds to believe that we meet all of the  requirements for
filing on Form S-8 and have duly caused this Registration Statement to be signed
on our behalf by the undersigned,  thereunto duly authorized, in the City of Red
Bank, New Jersey, on March 1, 2005.

                                         FIRST MONTAUK FINANCIAL CORP.


                                         By:  /s/ Victor K. Kurylak
                                              -------------------------------
                                              Victor K. Kurylak,
                                              President, Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   substitutes   and  appoints  Victor  K.  Kurylak  his  true  and  lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his 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  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite and necessary to be don in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1933, this
registration  statement  has been signed below by the  following  persons on our
behalf and in the capacities and on the dates indicated.
<TABLE>
<S>                           <C>                                 <C>

Name                                        Title                        Date



/s/ Victor K. Kurylak          President, Chief Executive Officer   March 1, 2005
-----------------------------
Victor K. Kurylak

/s/ Herbert Kurinsky           Chairman                             March 1, 2005
-----------------------------
Herbert Kurinsky

/s/ Norma Doxey                Director                             March 1, 2005
-----------------------------
Norma Doxey

/s/ William J. Kurinsky        Director                             March 1, 2005
-----------------------------
William J. Kurinsky

/s/ Ward R. Jones              Director                             March 1, 2005
-----------------------------
Ward R. Jones

/s/ Barry D. Shapiro           Director                             March 1, 2005
-----------------------------
Barry D. Shapiro

/s/ Robert I. Rabinowitz       Vice President, General Counsel      March 1, 2005
-----------------------------  and Secretary
Robert I. Rabinowitz

/s/ Mindy Horowitz             Chief Financial Officer              March 1, 2005
-----------------------------
Mindy Horowitz



</TABLE>
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As filed with the Securities and Exchange Commission on March 1, 2005

                                                        File No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            -------------------------

                          FIRST MONTAUK FINANCIAL CORP.
             (Exact name of Registrant as specified in its charter)

                            Parkway 109 Office Center
                             328 Newman Springs Road
                           Red Bank, New Jersey 07701
       New Jersey                (732) 842-4700                   22-1737915
(State of Incorporation)   (Address, including zip code,        (I.R.S.Employer
                          and telephone number, including       Identification
                            area code, of registrant's              Number)
                           principal executive offices)

                        2002 Incentive Stock Option Plan
              1996 Senior Management Stock Option Plan, as amended
                  2002 Non-Executive Director Stock Option Plan
                              (Full Name of Plans)

                                -----------------
                                Victor K. Kurylak
                             Chief Executive Officer
                            Parkway 109 Office Center
                             328 Newman Springs Road
                           Red Bank, New Jersey 07701
                                 (732) 842-4700
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                                -----------------

                                 With copies to:
                             Victor J. DiGioia, Esq.
                           Michael A. Goldstein, Esq.
                            GOLDSTEIN & DIGIOIA, LLP
                                   45 Broadway
                            New York, New York 10017
                            Telephone (212) 599-3322
                            Facsimile (212) 557-0295
CALCULATION OF REGISTRATION FEE

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

                                                                          Proposed Maximum    Proposed Maximum
                                                                           Offering Price    Aggregate Offering
Title of Each Class of Securities Being               Amount to be          per Share (2)         Price(2)            Amount of
Registered                                           Registered (1)                                                Registration Fee
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
                                                  4,286,000 Shares (3)         $1.04            $4,457,440            $524.64
Common Stock, no par value
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------

Common Stock, no par value                        1,214,000 Shares (4)         $0.59            $  716,260            $ 84.30
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------

Common Stock, no par value                        2,000,000 Shares (5)         $1.04            $2,080,000            $244.82
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------

Common Stock, no par value                          120,000 Shares (6)         $ .30            $   36,000            $  4.24
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
------------------------------------------------ ------------------------ ------------------ -------------------- ------------------
                                                  7,620,000 Shares                              $7,289,700            $858.00
Totals
================================================ ======================== ================== ==================== ==================
(1)  Pursuant  to Rule  416(a)  under  the  Securities  Act,  this  Registration
     Statement  shall also cover any  additional  shares of Common  Stock  which
     become  issuable  under the  following  of our  stock  option  plans:  2002
     Incentive  Stock Option Plan,  Amended and Restated 1996 Senior  Management
     Plan,  and the 2002  Non-Executive  Director Stock Option Plan by reason of
     any  stock  dividend,  stock  split,   recapitalization  or  other  similar
     transaction  effected  without the  Registrant's  receipt of  consideration
     which  results in an  increase in the number of the  outstanding  shares of
     Registrant's Common Stock.

(2)  Offering prices of options that have not yet been granted as of the date of
     this  Registration  Statement and for the outstanding  shares of restricted
     stock  granted  under the 1996  Management  Plan are computed in accordance
     with Rule 457(h) based on the average of the bid and asked prices per share
     of  Registrant's  Common  Stock on February 25, 2005 as reported on the OTC
     Bulletin Board, which was $1.04 per share.  Offering prices of options that
     are outstanding as of the date of this Registration  Statement are computed
     in accordance with Rule 457(h) based on the weighted average exercise price
     (rounded to the nearest cent) of the outstanding  options.  Offering prices
     are estimated solely for the purpose of calculating the registration fee.

(3)  Represents  shares  issuable  upon  exercise  of  options  under  the  2002
     Incentive Plan, and the 2002 Director Plan that have not been granted as of
     the date of this  Registration  Statement.  These shares comprised a common
     pool of authorized  shares that are available for grant under any or all of
     these plans. Of these shares,  the number of shares  available for issuance
     under the 2002  Incentive  Plan is  3,786,000;  and the number of shares we
     expect to issue under the 2002 Director Plan is 500,000.

(4)  Represents  shares of Common Stock  issuable upon  exercise of  outstanding
     options under the 2002 Incentive  Plan as of the date of this  Registration
     Statement.

(5)  Represents  shares of  restricted  Common Stock that have been issued under
     the 1996 Management Plan as of the date of this Registration Statement.

(6)  Represents  shares of Common Stock  issuable upon  exercise of  outstanding
     options under the 2002  Director  Plan as of the date of this  Registration
     Statement.

--------------------------------------------------------------------------------
Explanatory Note

First Montauk  Financial Corp. (the  "Registrant")  is filing this  Registration
Statement  on Form S-8 to register (i)  5,000,000  shares of common stock of the
Registrant,  no par  value  per  share  ("Common  Stock"),  issuable  under  the
Registrant's  2002  Incentive  Stock Option Plan,  including  shares  underlying
1,214,000  outstanding  options  previously granted by the Registrant under such
plan;  (ii) 2,000,000  shares of Common Stock  issuable  under the  Registrant's
Amended  1996 Senior  Management  Stock  Option  Plan,  consisting  of 2,000,000
restricted  shares of Common Stock  previously  awarded by the  Registrant;  and
(iii)  620,000  shares of Common  Stock  issuable  under the  Registrant's  2002
Non-Executive  Director Stock Option Plan,  including shares underlying  120,000
outstanding options previously granted by the Registrant under such plan.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents,  heretofore filed by First Montauk Financial Corp.
with the  Commission  pursuant to the Exchange Act, are hereby  incorporated  by
reference, except as superseded or modified herein:

1.   Our Annual  Report on Form 10-K,  for the fiscal  year ended  December  31,
     2003.

2.   Our Quarterly  Reports on Form 10-Q for the fiscal quarters ended March 31,
     2004, June 30, 2004 and September 30, 2004.

3.   The  following of our Reports on Form 8-K filed with the  Commission on the
     following  dates:  January 5, 2004,  July 12,  2004,  September  28,  2004,
     September 28, 2004,  October 13, 2004,  January 21, 2005,  February 9, 2005
     and February 11, 2005.

4.   A description of our common stock contained in our  registration  statement
     on Form S-3/S-8 (SEC Registration No.  333-28907),  filed on June 10, 1997,
     as amended by our Registration  Statement on Form S-3/S-8 (SEC Registration
     No. 333-28907), filed on July 29, 1997.

     Each document filed  subsequent to the date of this prospectus  pursuant to
Section 13(a),  13(c),  14 or 15(d) of the Exchange Act prior to the termination
of this  offering  shall be  deemed  to be  incorporated  by  reference  in this
prospectus  and shall be part hereof  from the date of filing of such  document.
Any statement contained in a document  incorporated or deemed to be incorporated
by reference  herein shall be deemed modified or superseded for purposes of this
Registration  Statement and Prospectus to the extent that a statement  contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded,  to constitute a part of the  Registration  Statement of
which this Prospectus forms a part.

     We  will  provide  without  charge  to each  person  to whom a copy of this
Prospectus is delivered,  upon the written or oral request of any such person, a
copy of any document  described above (other than  exhibits).  Requests for such
copies should be directed to First Montauk  Financial Corp.,  Parkway 109 Office
Center,  328 Newman Springs Road, Red Bank,  New Jersey 07701,  telephone  (732)
842-4700,  Attention:  General  Counsel.  Our World  Wide Web site is located at
www.montaukfinancialgroup.com.  Information on the Web site is not  incorporated
by reference into this Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
Item 6.  Indemnification of Directors and Officers.

     First  Montauk's  By-Laws  require First Montauk to indemnify,  to the full
extent authorized by Section 14A:3-5 of the New Jersey Business Company Act, any
person with  respect to any civil,  criminal,  administrative  or  investigative
action or proceeding instituted or threatened by reason of the fact that he, his
testator or intestate is or was a director, officer or employee of First Montauk
or any  predecessor  of First  Montauk is or was serving at the request of First
Montauk or a predecessor  of First Montauk as a director,  officer,  employee or
agent of another Company, partnership, joint venture, trust or other enterprise.

     Section  14A:3-5 of the New Jersey  Business  Company  Act  authorized  the
indemnification  of directors and officers against liability  incurred by reason
of being a director or officer and against expenses  (including  attorneys fees)
in connection with defending any action seeking to establish such liability,  in
the case of third-party  claims,  if the officer or director acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests of First  Montauk and if such officer or director  shall not have been
adjudged  liable  for  negligence  or  misconduct,   unless  a  court  otherwise
determines.  Indemnification  is also  authorized  with  respect to any criminal
action or proceeding  where the officer or director had no  reasonable  cause to
believe his conduct was unlawful.

     In accordance with Section 14A:2-7 of the New Jersey Business  Company Act,
First Montauk's  Certificate of Incorporation  eliminates the personal liability
of officers and  directors  to First  Montauk and to  shareholders  for monetary
damage  for  violation  of a  director's  duty  owed  to  First  Montauk  or its
Shareholders, under certain circumstances.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers,  or persons  controlling First
Montauk pursuant to the foregoing  provisions,  or otherwise,  First Montauk has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in such  Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable
Item 8.  Exhibits.

     The exhibits  designated  with (*) are filed  herewith.  All other exhibits
have been previously filed with the Commission and, pursuant to 17 C.F.R.  Secs.
201.24 and 240.12b-32,  are incorporated by reference to the document referenced
in brackets following the description of such exhibits.

Exhibit
No.               Description

4.1  Form of Common Stock  Certificate  (previously filed with the Commission on
     First Montauk's Registration Statement on Form S-l, File No. 33-24696).

4.2  Amended 1996 Senior Management Stock Option Plan (previously filed with the
     Commission  with First  Montauk's  2000 Proxy  Statement,  filed on May 26,
     2000).

4.3  2002 Incentive Stock Option Plan  (previously  filed with the Commission as
     an Exhibit A to our Proxy Statement dated May 20, 2002).

4.4  2002  Non-Executive  Directors Stock Option Plan (previously filed with the
     Commission as an Exhibit B to our Proxy Statement dated May 20, 2002).

5*   Opinion of Goldstein & DiGioia, LLP re legality of shares offered.

23.1* Consent of Schneider & Associates LLP.

23.2* Consent of Goldstein & DiGioia, LLP, contained in Exhibit 5.

24.1*Power  of  Attorney  (contained  on  signature  page to  this  Registration
     Statement)
Item 9.  Undertakings

We hereby undertake:

A. (1) To file,  during any period in which  offers or sales are being  made,  a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereto)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,  that paragraphs  A(1)(i) and A(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information  required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. For purposes of determining  any liability  under the Securities Act of 1933,
each filing of our annual  report  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable  grounds to believe that we meet all of the  requirements for
filing on Form S-8 and have duly caused this Registration Statement to be signed
on our behalf by the undersigned,  thereunto duly authorized, in the City of Red
Bank, New Jersey, on March 1, 2005.

                                         FIRST MONTAUK FINANCIAL CORP.

                                         By:  /s/ Victor K. Kurylak
                                              -------------------------------
                                              Victor K. Kurylak,
                                              President, Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   substitutes   and  appoints  Victor  K.  Kurylak  his  true  and  lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his 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  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite and necessary to be don in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1933, this
registration  statement  has been signed below by the  following  persons on our
behalf and in the capacities and on the dates indicated.
Name                                        Title                        Date

/s/ Victor K. Kurylak          President, Chief Executive Officer   March 1, 2005
-----------------------------
Victor K. Kurylak

/s/ Herbert Kurinsky           Chairman                             March 1, 2005
-----------------------------
Herbert Kurinsky

/s/ Norma Doxey                Director                             March 1, 2005
-----------------------------
Norma Doxey

/s/ William J. Kurinsky        Director                             March 1, 2005
-----------------------------
William J. Kurinsky

/s/ Ward R. Jones              Director                             March 1, 2005
-----------------------------
Ward R. Jones

/s/ Barry D. Shapiro           Director                             March 1, 2005
-----------------------------
Barry D. Shapiro

/s/ Robert I. Rabinowitz       Vice President, General Counsel      March 1, 2005
-----------------------------  and Secretary
Robert I. Rabinowitz

/s/ Mindy Horowitz             Chief Financial Officer              March 1, 2005
-----------------------------
Mindy Horowitz