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

                                    FORM 10-K/A
                               (AMENDMENT NO. 3)

               |X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2007

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                         Commission file number: 0-6729

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

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

               Parkway 109 Office Center,                    07701
                328 Newman Springs Road,
                 Red Bank, New Jersey
        (Address of principal executive offices)           (Zip Code)

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

                                     [None]
              (Former name, former address and former fiscal year,
                          if changed since last report)


           Securities registered pursuant to Section 12(b) of the Act:

         Title of each class        Name of each exchange on which registered
      -------------------------  -----------------------------------------------
               None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value


     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.                Yes [   ]   No [X]

     Indicate by check mark if the  registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [   ]   No [X]

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                    Yes [X]     No [ ]
<PAGE>

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                                                          [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).            Yes [   ]    No [X]

     As of June 30, 2007 the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was $2,986,879 based on the
closing sale price as reported on the Over the Counter Bulletin Board.

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

               Class                           Outstanding at March 31, 2008
---------------------------------------     -----------------------------------
[Common Stock, no par value per share]                13,257,248 shares

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

















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<PAGE>


                                EXPLANATORY NOTE


        We are filing this Amendment No. 3 to our Annual Report on Form 10-K
for the year ended December 31, 2007, as filed with the Securities and Exchange
Commission ("SEC") on March 31, 2008, in order to revise Principal Executive
Officer and Principal Financial Officer certifications originally filed as
Exhibits 31.1 and 31.2 pursuant to the requirements of Item 601(b)(31) of
Regulation S-K to include in the introductory language (f) of Paragraph 4
specifically the language "and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15."

         This Form 10-K/A (Amendment No. 3) is limited in scope to the items
identified above and should be read in conjunction with the Form 10-K and our
other filings with the SEC.

         This Form 10-K/A (Amendment No. 3) does not reflect events occurring
after the filing of the Form 10-K or modify or update those disclosures affected
by subsequent events. Consequently, all other information is unchanged and
reflects the disclosures made at the time of the filing of the Form 10-K. With
this Form 10-K/A (Amendment No. 3), the Principal Executive Officer and
Principal Financial Officer of the Company have reissued their certifications
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, included in
Part IV, Item 15. Exhibits, Financial Statement Schedules, furnished herewith.





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<PAGE>

                                Table of Contents


                                     PART IV

Item 15.  Exhibits and Financial Statement Schedules

         3. Exhibits

         31.1     Revised Certification of Chief Executive Officer and President
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2     Revised Certification of Acting Chief Financial Officer
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       FIRST MONTAUK FINANCIAL CORP.


                                       By  /s/ Victor K. Kurylak
                                           -------------------------------------
Dated:  September 5, 2008                  Victor K. Kurylak
                                           Chief Executive Officer and President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.


/s/ Victor K. Kurylak                                          September 5, 2008
-----------------------------------------------
Victor K. Kurylak, Chief Executive Officer,
President and Director

/s/ Celeste M. Leonard                                         September 5, 2008
-----------------------------------------------
Celeste M. Leonard, Chief Compliance Officer
and Director

/s/ Mindy A. Horowitz                                          September 5, 2008
------------------------------------------------
Mindy A. Horowitz, Acting Chief Financial Officer
and Principal Accounting Officer

/s/ Ward R. Jones, Jr.                                         September 5, 2008
------------------------------------------------
Ward R. Jones, Jr., Director

/s/ Barry D. Shapiro                                           September 5, 2008
------------------------------------------------
Barry D. Shapiro, Director

/s/ David I. Portman                                           September 5, 2008
------------------------------------------------
David I. Portman, Director





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