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): December 29, 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))










Item 8.01     OTHER EVENTS

                 On December 29, 2006, the Registrant issued a press release
                 describing the notification that the Registrant received from
                 affiliates of IPofA regarding the termination of the merger
                 agreement with the Registrant.  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 December 29, 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:  December 29, 2006




                                  EXHIBIT INDEX


    Exhibit     Description
    Number
    ------
      99.1      Press Release dated December 29, 2006

EX-99

                                                                Exhibit 99.1




                               [GRAPHIC OMITTED]


         IPofA AFFILIATES TERMINATE MERGER AGREEMENT WITH FIRST MONTAUK


Red Bank, NJ - December 29, 2006 - First Montauk Financial Corp. (OTC/BB: FMFK),
a nationwide provider of investment services through independent financial
professionals, announced today that it has received notification from
representatives of FMFG Ownership, Inc. and FMFG AcquisitionCo, Inc., affiliates
of Investment Properties of America, LLC (collectively referred to as "IPofA"),
that IPofA is terminating the merger agreement with First Montauk Financial
Corp. The merger agreement, as amended, provides for its termination by either
party if the transaction is not completed by December 31, 2006.

First Montauk has been in the process of obtaining regulatory approval from the
National Association of Securities Dealers, Inc. ("NASD") for the merger, and in
that connection has been awaiting material information from IPofA and its
principal owner, Mr. Edward Okun that the NASD had previously requested in
connection with its review of the transaction. To date, neither IPofA nor Mr.
Okun has provided the requested information.

IPofA has alleged that it is terminating the merger agreement due to the NASD
having not yet approved the change of ownership application required under the
terms of the merger agreement, notwithstanding that the NASD granted an
extension until January 5, 2007 for IPofA and Mr. Okun to furnish the requested
information. In addition, IPofA has alleged that it is terminating the agreement
due to First Montauk's material breach of one of more of its representations,
warranties, covenants or agreements.

First Montauk strongly denies that IPofA's purported termination is appropriate
and that First Montauk has materially breached any of the provisions of the
merger agreement.

The Board of Directors is reviewing its options with respect to the merger
agreement as well as alternatives that may be in the best interests of the
shareholders of First Montauk.

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 and has approximately 270 registered representatives and
services over 50,000 retail and institutional accounts, which comprise over $3
billion in customer assets.

Investment Properties of America, LLC is a full-service, investment and
management company grounded in its philosophy of creativity, diversity,
consistency and integrity. IPofA acquires, owns and operates properties,
primarily leased to major national and regional retail companies under net
leases.

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. 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 each
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. Each of
the Companies undertake 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,
President and
Chief Executive Officer
(800) 876-3672, ext. 4230
info@montaukfinancial.com
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