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

                                    FORM 10-K/A

               |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

















                                       2
<PAGE>
                                EXPLANATORY NOTE


     We are filing this  Amendment  No. 1 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 amend  Part IV,  Item 15 to
update the Exhibit Index and to provide  certain  additional  exhibits that were
previously omitted.  These exhibits are appended as Exhibits 4.8.2, 4.8.3, 4.8.4
and 4.8.5.  This Form 10-K/A  (Amendment No. 1) 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. 1) 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. 1),  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.





















                                       3
<PAGE>

                               Table of Contents

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

         3. Exhibits

         Incorporated by reference to the Exhibit Index at the end of this
Report.


                                   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:  May 9, 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                                               May 9, 2008
-------------------------------------------
Victor K. Kurylak, Chief Executive Officer,
President and Director

/s/ Celeste M. Leonard                                              May 9, 2008
--------------------------------------------
Celeste M. Leonard, Chief Compliance Officer
and Director

/s/ Mindy A. Horowitz                                               May 9, 2008
---------------------------------------------
Mindy A. Horowitz, Acting Chief Financial Officer
and Principal Accounting Officer

/s/ Ward R. Jones, Jr.                                              May 9, 2008
----------------------------------------------
Ward R. Jones, Jr., Director

/s/ Barry D. Shapiro                                                May 9, 2008
-----------------------------------------------
Barry D. Shapiro, Director

/s/ David I. Portman                                                May 9, 2008
------------------------------------------------
David I. Portman, Director



                                       4
<PAGE>

<TABLE>
<S>                 <C>

                                              EXHIBIT INDEX

The  exhibits  designated  with an  asterisk  (*)  are  filed  herewith.  All  other  exhibits  have  been
previously filed with the Commission and,  pursuant to 17 C.F.R.  ss. 230.411,  are incorporated by reference
to the document referenced in brackets following the descriptions of such exhibits.

   ---------------- ---------------------------------------------------------------------------------------------
   Exhibit No.                                              Description
   2.1              Agreement  and Plan of Merger  dated as of  February  10,  2005 by and among  First  Montauk
                    Financial  Corp.,   Olympic  Cascade  Financial  Corp.  and  FMFC  Acquisition   Corporation
                    (Previously  filed as Exhibit  10.1 to our  Current  Report on Form 8-K dated  February  11,
                    2005).

   2.2              Amended and  Restated  Agreement  and Plan of Merger  dated as of June 27, 2005 by and among
                    First  Montauk  Financial  Corp.,  Olympic  Cascade  Financial  Corp.  and FMFC  Acquisition
                    Corporation  (Previously  filed as Exhibit 10.1 to our Current Report on Form 8-K dated June
                    28, 2005).

   2.3              Letter  Agreement  dated as of  October  24,  2005  terminating  the  Amended  and  Restated
                    Agreement and Plan of Merger,  dated June 27, 2005, by and among Olympic  Cascade  Financial
                    Corporation,  OLY  Acquisition  Corporation and First Montauk  Financial  Corp.  (Previously
                    filed as Exhibit 10.2 to our Current Report on Form 8-K dated October 25, 2005).

   2.4              Agreement  and Plan of Merger  dated as of May 5, 2006 by and among  FMFG  Ownership,  Inc.,
                    FMFG  Acquisition Co. Inc. and First Montauk  Financial Corp.  (Previously  filed as Exhibit
                    10.1 to our Current Report on Form 8-K dated May 9, 2006).

   2.5              Settlement  Agreement,  dated as of May 8, 2007, among First Montauk Financial Corp., Edward
                    H. Okun, Investment Properties of America, LLC, IPofA Waterview,  LLC, FMFC Acquisition Co.,
                    FMFG  Ownership I Co.,  FMFG  Ownership II, Victor K.  Kurylak,  Ward R. Jones,  Jr.,  Barry
                    Shapiro,  David Portman and Mindy Horowitz  (Previously filed as Exhibit 10.1 to our Current
                    Report on Form 8-K dated May 11, 2007).

   2.6              Settlement  Agreement dated as of June 15, 2007 among First Montauk Financial Corp.,  Edward
                    H. Okun, Investment Properties of America, LLC, IpofA Waterview,  LLC, FMFG Acquisition Co.,
                    FMFG Ownership II, Victor K. Kurylak,  Ward R. Jones, Jr., Barry Shapiro,  David Portman and
                    Mindy  Horowitz  (Previously  filed as Exhibit 10.1 to our Current  Report on Form 8-K dated
                    June 15, 2007).

   3.1              Amended and Restated  Certificate of  Incorporation  adopted at 1989 Special Meeting in lieu
                    of Annual  Meeting of  Shareholders  (Previously  filed with the Commission as an exhibit to
                    our Registration Statement on Form S-l, File No. 33-24696).

   3.2              Amended and Restated  By-Laws  (Previously  filed with the  Commission  as an exhibit to our
                    Registration Statement on Form S-l, File No. 33-24696).

   3.3              Certificate  of  Designations  of  Series A  Preferred  Stock.  (Previously  filed  with the
                    Commission  as an  exhibit  to our  Annual  Report on Form 10-K for the  fiscal  year  ended
                    December 31, 2002).

   3.4              Form of Certificate of Amendment of Certificate of Designation of Rights and  Preferences of
                    Series B Preferred Stock  (Previously filed as Exhibit 3.1 to our Current Report on Form 8-K
                    dated February 9, 2005).

   3.5              Amendment to Amended and Restated Certificate of Incorporation  adopted at Annual Meeting of
                    Shareholders  held on June 23,  2005  (Previously  filed as  Exhibit A to  Definitive  Proxy
                    Statement dated May 19, 2005).

   4.1              Form  of  Common  Stock.  (Previously  filed  with  the  Commission  as an  exhibit  to  our
                    Registration Statement on Form S-l, File No. 33-24696).

   4.2              Form of  Debenture  Sold in Private  Placement.  (Previously  filed with the  Commission  as
                    Exhibit 4.1 to Report on Form 8-K dated March 27, 2003).

   4.3              Form of Placement  Agent  Warrant  (Previously  filed with the  Commission as Exhibit 4.2 to
                    Report on Form 8-K dated March 27, 2003).

   4.4              Form of  Debenture  Sold in Private  Placement.  (Previously  filed with the  Commission  as
                    Exhibit 4.1 to Report on Form 8-K dated January 5, 2004).

   4.5              Form of Placement  Agent  Warrant  (Previously  filed with the  Commission as Exhibit 4.2 to
                    Report on Form 8-K dated January 5, 2004).

   4.6              Promissory  Note issued to Herbert  Kurinsky  dated  February 1, 2006  (Previously  filed as
                    Exhibit 4.1 to Current Report on Form 8-K dated February 1, 2006).

   4.7              Rights  Agreement,  dated as of August 8, 2004,  among First  Montauk  Financial  Corp.  and
                    Continental  Stock Transfer & Trust Company,  as Rights Agent  (Previously  filed as Exhibit
                    4.1 to our Current Report on Form 8-K dated August 8, 2007).

   4.7.1            First Amendment to the Rights Agreement, dated as of December 7, 2007, by and between
                    First Montauk Financial Corp. and Continental Stock Transfer & Trust Company, as Rights
                    Agent (Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, dated December 13, 2007).

                                                                5
<PAGE>

   4.8              Note  Purchase  Agreement,  dated as of  December  7, 2007,  by and  between  First  Montauk
                    Financial  Corp. and AEFC FMFK  Investment  Corp.  (Previously  filed as Exhibit 10.1 to our
                    Current Report on Form 8-K dated December 13, 2007).

   4.8.1            Amendment to Note  Purchase  Agreement,  dated as of December 17, 2007, by and between First
                    Montauk Financial Corp. and AEFC FMFK Investment Corp.

   4.8.2*           Secured  Convertible  Promissory  Note,  dated  December 7, 2007,  executed by First Montauk
                    Financial Corp.

   4.8.3*           Stock  Pledge  Agreement,  dated as of  December  7,  2007,  by and  between  First  Montauk
                    Financial Corp. and AEFC FMFK Investment Corp.

   4.8.4*           Contingent Warrant, executed by First Montauk Financial Corp.

   4.8.5*           Prepayment Warrant, executed by First Montauk Financial Corp.

   10.1             Office Lease  Agreement  between First Montauk  Securities  Corp. and River Office  Equities
                    dated  March 5, 1997  (Previously  filed  with the  Commission  as an  exhibit to our Annual
                    Report on Form 10-K for the fiscal year ended December 31, 1997).

   10.2             First  Amendment  to Office  Lease  Agreement  dated  March 5, 1997  between  First  Montauk
                    Securities  Corp. and River Office Equities dated March 3, 1998  (Previously  filed with the
                    Commission as Exhibit 28.8 to Form 10-K for the fiscal year ended December 31, 1998).

   10.3+            Employment  Agreement between First Montauk Securities Corp. and Mark Lowe dated October 15,
                    1998  (Previously  filed with the Commission as an exhibit to our Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1998).

   10.4             Sublease  Agreement between Aim net Solutions,  Inc. and First Montauk Financial Corp. dated
                    January 15, 2002  (Previously  filed with the  Commission as an exhibit to our Annual Report
                    on Form 10-K for the fiscal year ended December 31, 2001).

   10.5+            Employment  Agreement dated as of January 1, 2004 between Herbert Kurinsky and First Montauk
                    Financial  Corp.  (Previously  filed as Exhibit  10.13 to our Annual Report on Form 10-K for
                    the fiscal year ended December 31, 2004).

   10.6+            Employment  Agreement  dated as of January 1, 2004  between  William J.  Kurinsky  and First
                    Montauk  Financial  Corp.  (Previously  filed as Exhibit  10.14 to our Annual Report on Form
                    10-K for the fiscal year ended December 31, 2004).

   10.7+            Employment  Agreement  dated as of  January  1, 2004  between  Victor K.  Kurylak  and First
                    Montauk  Financial  Corp.  (Previously  filed as Exhibit  10.15 to our Annual Report on Form
                    10-K for the fiscal year ended December 31, 2004).

   10.8+            1992 Incentive Stock Option Plan (Previously  filed with the Commission as an exhibit to our
                    Registration Statement on Form S-l, File No. 33-24696).

   10.9+            1992  Non-Executive  Director Stock Option Plan (Previously  filed with the Commission as an
                    exhibit to our Registration Statement on Form S-l, File No. 33-24696).

   10.10+           Amended  and  Restated  1992  Incentive  Stock  Option  Plan.  (Previously  filed  with  the
                    Commission as an exhibit to our Proxy Statement dated May 30, 1996).

   10.11+           Non-Executive  Director  Stock Option Plan - Amended and Restated June 28, 1996  (Previously
                    filed with the Commission as an exhibit to our Proxy Statement dated May 30, 1996).

   10.12+           1996 Senior Management  Incentive Stock Option Plan (Previously filed with the Commission as
                    an exhibit to our Proxy Statement dated May 30, 1996).

   10.13+           Second  Amended and Restated 1992  Incentive  Stock Option Plan  (Previously  filed with the
                    Commission as an exhibit to our Proxy Statement dated May 23, 2000).

   10.14+           1996 Senior  Management  Incentive Plan Amended as of June 23, 2000  (Previously  filed with
                    the Commission as an exhibit to our Proxy Statement dated May 23, 2000).

   10.15+           2002 Incentive Stock Option Plan.  (Previously  filed with the Commission as an Exhibit A to
                    our Proxy Statement dated May 20, 2002).

   10.16+           2002  Non-Executive  Director  Stock Option Plan.  (Previously  filed with the Commission as
                    Exhibit B to our Proxy Statement dated May 20, 2002).

   10.17+           Form of Non-Executive Director Stock Option Award.  (Previously filed as Exhibit 10.1 to our
                    Report on Form 8-K dated September 2, 2004).

   10.18+           Form of Stock Option Award  pursuant to Incentive  Stock Option Plan.  (Previously  filed as
                    Exhibit 10.26 to our Annual Report on Form 10-K for the year ended December 31, 2004).

   10.19+           Form of Stock Option Award pursuant to 1996 Senior Management Stock Option Plan.
                    (Previously filed as Exhibit 10.27 to our Annual Report on Form 10-K for the year ended
                    December 31, 2004).

   10.20            Fourth  Amendment to Office Lease  Agreement  dated September 22, 2004 between First Montauk
                    Securities Corp. and River Office Equities  (Previously filed with the Commission as Exhibit
                    10.1 to Form 8-K dated September 28, 2004).

                                                             6
<PAGE>

   10.21+           Separation  Agreement  between  First  Montauk  Financial  Corp.  and  William J.  Kurinsky,
                    effective as of February 1, 2005.  (Previously  filed as Exhibit  10.29 to our Annual Report
                    on Form 10-K for the year ended December 31, 2004).

   10.22+           Consulting  Agreement  between  First  Montauk  Financial  Corp.  and  William J.  Kurinsky,
                    effective as of February 1, 2005.  (Previously  filed as Exhibit  10.30 to our Annual Report
                    on Form 10-K for the year ended December 31, 2004).

   10.23+           Employment  Agreement  dated as of  February  1, 2005  between  Victor K.  Kurylak and First
                    Montauk  Financial  Corp.  (Previously  filed as Exhibit  10.31 to our Annual Report on Form
                    10-K for the year ended December 31, 2004).

   10.24+           Employment  Agreement  dated as of February 8, 2005 between  Robert I.  Rabinowitz and First
                    Montauk  Financial  Corp.  (Previously  filed as Exhibit  10.32 to our Annual Report on Form
                    10-K for the year ended December 31, 2004).

   10.25+           Employment  Agreement  dated as of  February 8, 2005  between  Mindy A.  Horowitz  and First
                    Montauk  Financial  Corp.  (Previously  filed as Exhibit  10.33 to our Annual Report on Form
                    10-K for the year ended December 31, 2004).

   10.26            Termination  of  Clearing  Agreement  between  First  Montauk  Securities  Corp.  and Fiserv
                    Securities,  Inc. dated April 21, 2005  (Previously  filed as Exhibit 10.1 to Current Report
                    on Form 8-K filed on April 27, 2005).

   10.27            Termination of Financial and Security  Agreement among First Montauk Financial Corp.,  First
                    Montauk Securities Corp. and Fiserv Securities,  Inc. dated April 21, 2005 (Previously filed
                    as Exhibit 10.2 to Current Report on Form 8-K filed on April 27, 2005).

   10.28+           Separation  Agreement  between First Montauk  Financial  Corp.  and Herbert  Kurinsky  dated
                    February  1, 2006  (Previously  filed as Exhibit  10.1 to  Current  Report on Form 8-K dated
                    February 1, 2006).

   10.29+           Employment  Agreement  between  First Montauk  Securities  Corp.  and Celeste  Leonard dated
                    August  7,  2006  (Previously  filed as  Exhibit  10.1 to  Current  Report on Form 8-K dated
                    February 26, 2007).

10.30+            Agreement and Release between First Montauk  Financial Corp. and Robert I. Rabinowitz  dated
                  November  14, 2006  (Previously  filed on November  14,  2006 as Exhibit  10.1 to  Quarterly
                  Report on Form 10-Q for the quarterly period ended September 30, 2006).

10.31+            Consulting  Agreement  between First Montauk  Financial Corp. and Robert I. Rabinowitz dated
                  as of January 19, 2007.

10.32+            Employment  Agreement between First Montauk Securities Corp. and Jeffrey J. Fahs dated as of
                  January 24, 2007.

10.33+            Amended and Restated  Employment  Agreement between First Montauk Financial Corp. and Victor
                  K. Kurylak,  dated as of May 9, 2007 (Previously filed as Exhibit 10.2 to our Current Report
                  on Form 8-K filed on May 11, 2007.

10.34+            Amendment  Number One,  dated as of June 15, 2007,  to the Amended 2nd  Restated  Employment
                  Agreement,  dated as of May 9, 2007,  between Victor K. Kurylak and First Montauk  Financial
                  Corp.  (Previously  filed as Exhibit 10.3 to Form 10-Q for the Quarter  Ended June 30, 2007,
                  dated August 14, 2007).

10.35+            Consulting  Agreement between First Montauk Financial Corp. and Phillip P. D'Ambrisi,  dated
                  September 1, 2007 (Previously  filed as Exhibit 10.1 to our Current Report on Form 8-K filed
                  on September 6, 2007).

14                Code of Ethics  (Filed as Exhibit  14 to our  Annual  Report on Form 10-K for the year ended
                  December 31, 2003).

21                Subsidiary Companies

23.1              Consent of Lazar, Levine & Felix.

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

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

32.1 *            Certification of Victor K. Kurylak  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 *            Certification of Mindy A. Horowitz  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.

+  Denotes management contracts or compensation plans or arrangements in which directors or executive
officers are eligible to participate.


                                                    7
</TABLE>