Washington, D.C. 20549

                                    FORM 8-K

                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): April 30, 2009

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

          Florida                      001-31724                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

     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; 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 3.01.     Notice of Delisting or Failure to Satisfy a Continued Listing
               Rule or Standard; Transfer of ListinG

     On April 30, 2009, Federal Trust Corporation (the "Company") received
notice from the Financial Industry Regulatory Authority indicating that,
pursuant to NASD Rule 6350, unless the Company files its Annual Report in Form
10-K for the year ended December 31, 2008 with the U.S. Securities and Exchange
Commission by May 18, 2009, the Company's common stock will be removed from
quotation on the OTC Bulletin Board.


     Although the Company is in the process of preparing the required Annual
Report, the Company does not know at this time if it will make such filing
before the May 18, 2009 deadline for its common stock to remain quoted on the
OTC Bulletin Board.

ITEM 9.01.     Financial Statements and Exhibits




     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:  May 4, 2009
                                            Federal Trust Corporation

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