FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SUSKIEWICH JAMES   2. Issuer Name and Ticker or Trading Symbol FEDERAL TRUST CORP [FDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President, and CEO (Last) (First) (Middle) 312 WEST FIRST STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/08/2006 (Street) SANFORD, FL 32771 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/08/2006   P   509 A $ 11.8 26,078 I IRA Common Stock               196,649 D   Common Stock               1,939 I Spouse IRA Common Stock 03/28/2006(1)   P   12,419 A $ 11.96 175,452 I Federal Trust 401K Plan Common Stock 11/29/2005   S(2)   4,800 D $ 11.35 199,588 I Trustee Federal Trust Corporation Employee Stock Ownership Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Options

$ 7.62

10/24/2004

10/23/2013

Stock Options

50,000

50,000

D

Common Stock Options

$ 4

10/01/2003

09/30/2012

Stock Options

10,587

10,587

D

Common Stock Options

$ 10.12

05/06/2005

05/06/2015

Stock Options

50,000

50,000

D

Common Stock Options

$ 10.2

11/18/2006(3)

11/18/2015

Stock Options

100,000

100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SUSKIEWICH JAMES 312 WEST FIRST STREET SANFORD, FL 32771	X		Chairman, President, and CEO

Signatures

James V. Suskiewich		05/10/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Various transaction dates in conjunction with bi-weekly company payroll
(2)	Shares sold for employee distribution
(3)	50,000 exercisable immediately; 50,000 shares exercisable over 3 years at 33.3% per year

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