Washington, D.C. 20549

                                    FORM 8-K

                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): February 9, 2009

                            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 may contain 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

     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 requirements;

     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;

     o    materially adverse changes in the financial condition of Federal Trust

     o    the risk that the merger (the "Merger") with a subsidiary of The
          Hartford Financial Services Group, Inc. ("The Hartford") will not be
          consummated in a timely manner, if at all; and

     o    conditions to the closing of the Merger may not be satisfied or the
          Agreement and Plan of Merger, dated as of November 14, 2008, by and
          between The Hartford, FT Acquisition Corporation and Federal Trust
          Corporation may be terminated prior to closing.

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


ITEM 1.01.  Entry Into a Material Definitive Agreement

     On February 9, 2009, the Office of Thrift Supervision modified the Prompt
Corrective Action Directive issued to Federal Trust Bank to extend to March 13,
2009 the date by which Federal Trust Bank must either (i) merge with or be
acquired by another financial institution, financial holding company or "other
entity" (as defined in the Prompt Corrective Action Directive) or (ii) sell all
or substantially all of its assets and liabilities to another financial
institution, financial holding company or "other entity."

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:   February 10, 2009
                                              Federal Trust Corporation

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