Washington, D.C. 20549

                                    FORM 8-K

                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): December 9, 2008

                            FEDERAL TRUST CORPORATION
             (Exact name of registrant as specified in its charter)

          Florida                      000-23449                59-2935028
          -------                      ---------                ----------
(State or other jurisdiction     Commission File Number     (I.R.S. Employer
 of incorporation)                                           Identification No.)

         312 West First Street
           Sanford, Florida                                       32771
           ----------------                                       -----
(address of principal executive offices)                        (zip code)

                                 (407) 323-1833
              (Registrant's telephone number, including areas 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 (see General Instructions A.2. below):

[  ] 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))


This current report contains forward-looking statements, which can be identified
by the use of words such as "estimate," "project," "believe," "intend,"
"anticipate," "plan," "seek," "expect" and words of similar meaning.

These forward-looking statements are based on current beliefs and expectations
of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are subject to
assumptions with respect to strategic objectives, anticipated financial results,
future business prospects and decisions that are subject to change.

The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements:

     o  general economic conditions, either nationally or in our market areas,
        that are worse than expected;

     o  changes in laws or government regulations or policies affecting
        financial institutions, including changes in regulatory fees and capital

     o  competition among depository and other financial institutions;

     o  inflation and changes in the interest rate environment that reduce our
        margins or reduce the fair value of financial instruments;

     o  adverse changes in the securities markets; and

     o  changes in our organization, compensation and benefit plans.

Because of these and other uncertainties, our actual future results may be
materially different from the results indicated by these forward-looking

Item 8.01.  Other Events

A special meeting of stockholders of Federal Trust Corporation (the
"Registrant") has been called for January 26, 2009. At the special meeting,
stockholders will consider the adoption and approval of the merger agreement
that the Registrant has entered into with The Hartford Financial Services Group,

ITEM 9.01.  Financial Statements and Exhibits

Not applicable.


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  December 11, 2008
                                                   Federal Trust Corporation

                                                   By: \s\ Dennis T. Ward
                                                      Dennis T. Ward
                                                      President and
                                                      Chief Executive Officer