Ownership Submission
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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(Print or Type Responses)
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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