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

                                    FORM 10-K/A
                               (AMENDMENT NO. 2)

               |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. 2 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 Item 9A Controls and
Procedures and 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 the
introductory language of Paragraph 4 and the language of Paragraph 4(b) of Item
601(b)(31) of Regulation S-K.

         This Form 10-K/A (Amendment No. 2) 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. 2) 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. 2), 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>


Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Under the supervision and with
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act")) as of the end of the period covered by this report. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures as of the end of the period covered
by this report were effective such that the information required to be disclosed
by us in reports filed under the Securities Exchange Act of 1934 is (i)
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and (ii) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.

Management's Annual Report on Internal Control over Financial Reporting. Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.

Our management, with the participation of the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's internal control
over financial reporting as of December 31, 2007. Based on this evaluation, our
management, with the participation of the Chief Executive Officer and Chief
Financial Officer, concluded that, as of December 31, 2007, our internal control
over financial reporting was effective.

This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.

Changes in Internal Control Over Financial Reporting. During the most recent
quarter ended December 31, 2007, there has been no change in our internal
control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act) ) that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.



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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:  August 8, 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                                            August 8, 2008
-----------------------------------------------
Victor K. Kurylak, Chief Executive Officer,
President and Director

/s/ Celeste M. Leonard                                           August 8, 2008
-----------------------------------------------
Celeste M. Leonard, Chief Compliance Officer
and Director

/s/ Mindy A. Horowitz                                            August 8, 2008
------------------------------------------------
Mindy A. Horowitz, Acting Chief Financial Officer
and Principal Accounting Officer

/s/ Ward R. Jones, Jr.                                           August 8, 2008
------------------------------------------------
Ward R. Jones, Jr., Director

/s/ Barry D. Shapiro                                             August 8, 2008
------------------------------------------------
Barry D. Shapiro, Director

/s/ David I. Portman                                             August 8, 2008
------------------------------------------------
David I. Portman, Director







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