8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 21, 2005

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




                         COMMISSION FILE NUMBER: 0-6729

               NEW JERSEY                               22-1737915
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

                            Parkway 109 Office Center
                             328 Newman Springs Road
                               Red Bank, NJ 07701
              (Address and zip code of principal executive offices)

                                 (732) 842-4700
                (Registrant's telephone number, including area code



CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:

      |_| Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))

                                     1 of 2



Item 1.02     TERMINATION OF MATERIAL DEFINITIVE AGREEMENTS

     On April 21, 2005, First Montauk Financial Corp. (the "Registrant") and its
wholly-owned   subsidiary,   First  Montauk  Securities  Corp.,  agreed  to  the
termination of the Clearing Agreement between First Montauk Securities Corp. and
Fiserv  Securities,  Inc., dated as of May 8, 2000 and amended as of February 1,
2001.  In  addition,  as of  April  21,  2005,  the  Registrant,  First  Montauk
Securities  Corp. and Fiserv  Securities  also agreed to the termination of that
certain Financial Agreement,  dated as of May 8, 2000 and amended as of February
1, 2001 and that certain  Security  Agreement,  dated as of February 1, 2001. In
connection with the  termination of the Financial  Agreement,  the  Registrant's
contingent  obligation  to repay  Fiserv  any of the  cash  advances  that  were
provided  by Fiserv  under the  Financial  Agreement  and the early  termination
penalty have been canceled.  Each of the termination agreements are effective as
of April 21, 2005.

Item 8.01     OTHER EVENTS

     On April 21, 2005, the Registrant's  wholly-owned  subsidiary First Montauk
Securities  Corp.  entered into a Clearing  Agreement  with  National  Financial
Services, LLC ("NFS") to clear its brokerage business. The Clearing Agreement is
effective  as of April 21,  2005,  subject to the approval of the New York Stock
Exchange,  and the  Registrant  expects  that the  conversion  from its  current
clearing  firm to NFS  will be  completed  on or  about  May 20,  2005.  The new
clearing  agreement  has an initial  term of eight years and will  automatically
renew for  successive  one year terms,  unless either party provides a notice of
termination  prior to the  expiration of the initial or any renewal term. In the
event of an early termination of the clearing agreement, other than for a change
in control of First  Montauk,  First  Montauk  Securities  Corp.  will pay NFS a
termination  fee of between  $2,000,000  in the first year of the  agreement and
declining to $250,000 in the last year of the agreement,  depending on when such
early termination occurs.

Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS

              Exhibit  Termination of Clearing Agreement dated April 21, 2005
               10.1    among First Montauk Financial Corp., First Montauk
                       Securities Corp. and Fiserv Securities, Inc.


              Exhibit  Termination of Financial Agreement and Security Agreement
               10.2    dated April 21, 2005 among First Montauk Financial Corp.,
                       First Montauk Securities Corp. and Fiserv Securities,
                       Inc.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

                                         FIRST MONTAUK FINANCIAL CORP.


                                         By: /s/ Victor K. Kurylak
                                            -----------------------------------
                                            Name:  Victor K. Kurylak
                                            Title: Chief Executive Officer
                                            Date:  April 27, 2005




                                  EXHIBIT INDEX

    Exhibit     Description
    Number

     10.1       Termination Clearing Agreement dated April 21, 2005 among
                First Montauk Financial Corp., First Montauk Securities Corp.
                and Fiserv Securities, Inc.

     10.2       Termination of Financial Agreement and Security Agreement
                dated April 21, 2005 among First Montauk Financial Corp.,
                First Montauk Securities Corp. and Fiserv Securities, Inc.

EX-10

                                                               Exhibit 10.1


                        TERMINATION OF CLEARING AGREEMENT

This Termination Agreement is made and entered into effective as of the 21st day
of  April,  2005  by and  among  First  Montauk  Securities  Corp.,  a New  York
corporation with offices at Parkway 109 Office Center,  328 Newman Springs Road,
Red Bank NJ, 07701 (the "Introducing  Firm"), and Fiserv Securities,  Inc., with
offices at Once Commerce Square, 2005 Market Street, Philadelphia, PA 19103-3212
("Fiserv").

     WHEREAS,  the  Introducing  Firm,  and Fiserv are  parties to that  certain
Clearing  Agreement  dated as of May 8, 2000, and amended as of February 1, 2001
(the "Clearing Agreement");

     WHEREAS,  Fiserv,  Inc.  entered into an agreement to sell the wholly-owned
subsidiary  Fiserv  Securities,  Inc.  ("Fiserv") to Fidelity  Global  Brokerage
Group,  Inc., a subsidiary  of FMR Corp.  and on March 24, 2005 Fiserv became an
indirect subsidiary of Fidelity Global Brokerage Group, Inc.

     WHEREAS,  Introducing Firm and National  Financial  Services LLC ("NFS"), a
subsidiary  of FMR Corp.  are entering  into a new clearing  agreement as of the
date hereof;

     WHEREAS,  the Introducing  Firm and Fiserv desire to terminate the Clearing
Agreement, as of the date hereof;

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  each of the parties hereto agrees
as follows:

     1.  Effective  as of  the  date  hereof,  the  Clearing  Agreement  and  is
terminated  and of no further  force and  effect and none of the  parties to the
Clearing  Agreement has any further rights or  obligations  under or pursuant to
the  Clearing  Agreement  except for rights or  obligations  intended to survive
termination as specifically and expressly set forth therein.

     2. This Termination  Agreement may be executed in one or more counterparts,
and by different parties hereto on separate counterparts, each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.




     IN WITNESS WHEREOF,  each of the parties hereto has caused this Termination
Agreement to be duly executed as of the date first above written.

FIRST MONTAUK SECURITIES CORP.


By:  /s/ Victor K. Kurylak
   ---------------------------------
Name:  Victor K. Kurylak
Title: President and CEO

FIRST MONTAUK FINANCIAL CORP.


By:  /s/ Victor K. Kurylak
   -----------------------------------
Name:  Victor K. Kurylak
Title: President and CEO

FISERV SECURITIES, INC.


By:  /s/ Jennifer Moran
   -----------------------------------
Name:  Jennifer Moran
Title: Senior Vice President

EX-10

                                                                 Exhibit 10.2


            TERMINATION OF FINANCIAL AGREEMENT AND SECURITY AGREEMENT

This Termination Agreement is made and entered into effective as of the 21st day
of  April,  2005  by and  among  First  Montauk  Securities  Corp.,  a New  York
corporation with offices at Parkway 109 Office Center,  328 Newman Springs Road,
Red Bank NJ, 07701 (the  "Introducing  Firm"),  First Montauk Financial Corp., a
New York  corporation  with  offices at Parkway  109 Office  Center,  328 Newman
Springs Road, Red Bank NJ, 07701 (the "Holding Corp."),  and Fiserv  Securities,
Inc., with offices at Once Commerce Square, 2005 Market Street, Philadelphia, PA
19103-3212 ("Fiserv").

     WHEREAS,  the Introducing Firm, the Holding Corp. and Fiserv are parties to
that  certain  Financial  Agreement  dated as of May 8, 2000,  and amended as of
February 1, 2001 (the "Financial Agreement");

     WHEREAS,  in connection with the Amended Financial Agreement dated February
1, 2001, the Holding Corp.  and Fiserv are also parties to a Security  Agreement
dated  February  1,  2001  granting  Fiserv a  security  interest  in all of the
outstanding shares of stock of the Introducing Firm owned by the Holding Corp.,

     WHEREAS,  Fiserv,  Inc.  entered into an agreement to sell the wholly-owned
subsidiary,  Fiserv  Securities,  Inc.  ("Fiserv") to Fidelity Global  Brokerage
Group,  Inc., a subsidiary of FMR Corp.;  and on March 24, 2005 Fiserv became an
indirect subsidiary of Fidelity Global Brokerage Group, Inc.

     WHEREAS,  Introducing Firm and National  Financial Services LLC ("NFS") are
entering  into a new  clearing  agreement  as of the date  hereof,  designed  to
supercede and terminate the Clearing  Agreement between the Introducing Firm and
Fiserv;

     WHEREAS,  the  Introducing  Firm,  the Holding  Corp.  and Fiserv desire to
terminate the Amended Financial Agreement and Security Agreement, as of the date
hereof;

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  each of the parties hereto agrees
as follows:

     1.  Effective  as of the date hereof,  the Amended and  Restated  Financial
Agreement  dated  February  1, 2001 is  terminated  and of no further  force and
effect and none of the parties to the Financial Agreement has any further rights
or obligations under or pursuant to the Financial  Agreement including the prior
obligations of the Introducing  Firm under  paragraphs 3d and 4 thereof;  except
for rights or obligations  intended to survive  termination as specifically  and
expressly set forth therein.

     2. Effective of the date hereof,  the Security  Agreement is terminated and
is no further in force or effect.  Any lien,  security interest or collateral
granted to Fiserv is hereby released in full.

     3. This Termination  Agreement may be executed in one or more counterparts,
and by different parties hereto on separate counterparts, each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.





     IN WITNESS WHEREOF,  each of the parties hereto has caused this Termination
Agreement to be duly executed as of the date first above written.

FIRST MONTAUK SECURITIES CORP.


By: /s/ Victor K. Kurylak
   ----------------------------------
Name:  Victor K. Kurylak
Title: President and CEO

FIRST MONTAUK FINANCIAL CORP.


By: /s/ Victor K. Kurylak
   ----------------------------------
Name:  Victor K. Kurylak
Title: President and CEO

FISERV SECURITIES, INC.


By:    /s/ Jennifer Moran
       -------------------------------
Name:  Jennifer Moran
Title: Senior Vice President