Washington, DC 20549

                                   Form 12b-25

                        Commission File Number: 001-31724

                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q
[ ] Form N-SAR

For Period Ended:  March 31, 2009

[  ]  Transition Report on Form 10-K
[  ]  Transition Report on Form 20-F
[  ]  Transition Report on Form 11-K
[  ]  Transition Report on Form 10-Q
[  ]  Transition Report on Form N-SAR
For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


Full Name of Registrant:  Federal Trust Corporation
Former Name if Applicable:  N/A
Address of Principal Executive Offices (Street and Number): 312 West 1st Street
City, State and Zip Code:  Sanford, Florida 32771


If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[ ]

     (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

     (b) The subject annual report, semi-annual report, transition report on
     Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
     on or before the fifteenth calendar day following the prescribed due date;
     or the subject quarterly report or transition report on Form 10-Q, or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

     (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR or the transition report portion thereof, could not be filed within
the prescribed time period.

     Management of Federal Trust Corporation (the "Registrant") has determined
that the Registrant is unable to file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009 ("Quarterly Report") by the due date of March 31,
2009 and it is not expected that the Registrant will be able to make that filing
within the five-day extension permitted by the rules of the U.S. Securities and
Exchange Commission (the "SEC").

     As disclosed in prior filings with the SEC, the Registrant is subject to
restrictions on its operations imposed by the Office of Thrift Supervision (the
"OTS") under federal banking regulatory laws and regulations. The Registrant has
received the approvals required to engage an accounting firm or consultant to
assist with the preparation of the financial information required to prepare the
financial statements and other financial information required for the
preparation of the Quarterly Report. However, the Registrant does not believe
that it will be able to complete the work required to file the Quarterly Report
on a timely basis. The Registrant does not believe that it will be able to file
the Quarterly Report until such time as it is able to file its Annual Report on
Form 10-K for the Year Ended December 31, 2008 with the SEC, and, until such
time as it is able to complete the work required to file the Quarterly Report,
cannot predict with accuracy the results of operations for the quarter ended
March 31, 2009..


(1)  Name and telephone number of person to contact in regard to this

Dennis T. Ward                      (407)                          323-1833
--------------                   -----------                  ------------------
(Name)                           (Area Code)                  (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes  [X] No

     As of the date hereof, the Registrant has not filed its Annual Report on
Form 10-K for the Fiscal Year Ended December 31, 2008.

(3) Is it anticipated that any significant change in results of operation from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes  [X] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                            Federal Trust Corporation
                (Name of Registrant as specified in its charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:  May 15, 2009                   By:  /s/ Dennis T. Ward
                                           Dennis T. Ward
                                           President and Chief Executive Officer