FIRST MONTAUK FINANCIAL CORP.
                            Parkway 109 Office Center
               328 Newman Springs Road, Red Bank, New Jersey 07701

                                 PROXY STATEMENT
                        Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

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                          First Montauk Financial Corp.
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                (Name of the Corporation as Specified in Charter)
                         William J. Kurinsky, Secretary
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                   (Name of Person(s) Filing Proxy Statement)
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                  Rules 14a-6(i)(1) and 0-11

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                          FIRST MONTAUK FINANCIAL CORP.
                            Parkway 109 Office Center
               328 Newman Springs Road, Red Bank, New Jersey 07701

                                   SUPPLEMENT
                                       TO
                                 PROXY STATEMENT
                                       for
                         Annual Meeting of Stockholders
                           To Be Held on June 22, 2001



To the Stockholders of FIRST MONTAUK FINANCIAL CORP.

     The Proxy  Statement dated May 22, 2001, with respect to the Annual Meeting
of Stockholders  of First Montauk  Financial Corp. is hereby amended to disclose
the following information.


Independent Public Accountants

     The  Board  of  Directors  of the  Corporation  has  selected  Schneider  &
Associates, LLP, Certified Public Accountants, as independent accountants of the
Corporation for the fiscal year ending December 31, 2001.  Shareholders  are not
being asked to approve  such  selection  because  such  approval is not required
under the Corporation's  Bylaws or the Business  Corporation Act of the State of
New Jersey. The audit services provided by Schneider & Associates, LLP, consists
of examination of financial  statements,  services  relative to filings with the
Securities  and  Exchange  Commission,  and  consultation  in regard to  various
accounting matters. Representatives of Schneider & Associates, LLP, are expected
to be  present  at the  Annual  Meeting,  will  have the  opportunity  to make a
statement if they so desire,  and will be  available  to respond to  appropriate
questions.

Audit Fees

     The  aggregate  fees billed by  Schneider  &  Associates  for  professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended  December  31, 2000,  and for the review of the  financial
statements  included in the  Company's  Quarterly  Reports on Form 10-Q for that
fiscal year were $117,000.

Financial Information Systems Design and Implementation Fees

     The  Company did not incur any fees billed by  Schneider &  Associates  for
professional  services rendered for information  technology services relating to
financial  information  systems  design and  implementation  for the fiscal year
ended December 31, 2000.

All Other Fees

     Fees billed to us by  Schneider &  Associates  during the fiscal year ended
December  31, 2000 for all other  non-audit  services  rendered,  including  tax
related  services,  totaled  $29,535.  In the course of its meetings,  the Audit
Committee has considered  whether  Schneider &  Associates's  provision of these
other  services  is  compatible   with   maintaining   Schneider  &  Associates'
independence.

Voting Securities and Security Ownership
of Certain Beneficial Owners and Management

     The Note to the table  disclosing  the  ownership of  securities of certain
beneficial   owners  and   management  is  revised  to  disclose  the  following
information:  All  Class A  Warrants  are  exercisable  at $3.00 per share for a
period of five (5) years from February 17, 1998.

                                        By Order of the Board of Directors,



Dated: May 22, 2001                     William J. Kurinsky, Secretary