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): March 13, 2006

                          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))





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Item 8.01     Other Events

          On March 13, 2006, the  Registrant  issued a press  release disclosing
          the execution of a letter of intent with a private investor.  A copy
          of this press  release  is  attached  as  Exhibit  99.1 to this
          Current  Report.  Exhibit 99.1 is being  "furnished"  and shall not be
          deemed "filed" for purposes of Section 18 of the  Securities  Exchange
          Act of 1934, nor shall it be deemed  incorporated  by reference in any
          filing under the Securities Act of 1933 or the Securities Exchange Act
          of 1934, except as shall be expressly set forth by specific  reference
          in such filing.



Item 9.01    Financial Statements and Exhibits

 (c)          Exhibits

              The following exhibit is filed or furnished herewith:

              99.1      Press Release dated March 13, 2006






                                    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:  March 14, 2006


                                  EXHIBIT INDEX

    Exhibit
     Number        Description
    -------        -----------

      99.1         Press Release dated March 13, 2006

EX-99

           First Montauk Financial Corp. enters into Letter of Intent
                      To be Acquired by a Private Investor

March 13, 2006 -- Red Bank, NJ -- First Montauk Financial Corp. (OTCBB: FMFK)
announced today that it has entered into a letter of intent for the sale of
First Montauk to a private investor. The final terms of the sale are subject to
further negotiation but it is anticipated that the transaction will be all cash
at approximately $1.00 per common share.

The letter of intent is subject to numerous conditions, including: satisfactory
completion of due diligence, negotiation and finalization of the terms of the
sale and structure of the transaction; negotiation, preparation and execution of
definitive transaction documents, compliance with state and federal securities
laws and regulations, and corporate, shareholder and regulatory approvals. If a
final agreement is reached and the other conditions satisfied, the transaction
is expected to close during the third quarter. However, as a result of the
foregoing uncertainties, there can be no assurance that a definitive agreement
will be executed or that, if it is, the transaction will be completed.

First Montauk Financial Corp. is the parent company of First Montauk Securities
Corp., a registered securities broker/dealer headquartered in Red Bank, NJ.
First Montauk conducts securities brokerage, insurance, investment banking and
advisory business with approximately 290 registered representatives and 60,000
retail and institutional accounts.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. This press release may contain certain statements of
a forward-looking nature relating to future events or future business
performance, including a potential transaction resulting in a change of control
of the Company. Any such statements that refer to the Company's estimated or
anticipated future results or other non-historical facts are forward-looking and
reflect the Company's current perspective of existing trends and information.
These statements involve risks and uncertainties that cannot be predicted or
quantified and, consequently, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among others, risks and uncertainties detailed in the
Company's Securities and Exchange Commission filings, including each Company's
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The
forward-looking statements speak only as of the date of this release. The
Company undertakes no obligation to update publicly any forward-looking
statement, whether as a result of new information, future events or otherwise.

Contact:

First Montauk Financial Corp.
Victor K. Kurylak, CEO and Pres.
(800) 876-3672, ext. 4230 info@montaukfinancial.com