AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

                                                                Exhibit 2.01


                 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

         THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of September 25, 2006, by and among FMFG
OWNERSHIP, INC., a Delaware corporation ("Parent"), FMFG ACQUISITIONCO, INC.,
a New Jersey corporation and wholly-owned subsidiary of Parent ("Merger Sub")
and FIRST MONTAUK FINANCIAL CORPORATION, a New Jersey corporation (the
"Company").

         WHEREAS, Parent , Merger Sub and the Company are parties to that
certain Agreement and Plan of Merger, dated as of May 5, 2006 (the "Merger
Agreement");

         WHEREAS, pursuant to Section 10.11 of the Merger Agreement, the parties
desire to amend the Merger Agreement as provided in this Amendment; and

         WHEREAS, the respective Boards of Directors of Parent, Merger Sub and
the Company have approved this Amendment and the other transactions contemplated
hereby; and

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained in this Amendment, and for other good and valuable
consideration, the receipt and sufficient of which are hereby acknowledged,
intending to be legally bound, the parties heret