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|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON,
 DC 20549             
|                                  
|FORM 10-Q                         

|           |                                                                                          | 
|---------- | ---------------------------------------------------------------------------------------- | 
|(Mark One) |                                                                                         
|           |                                                                                         
|x          | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934

| |                                 |               
| | ------------------------------- | --------------
| | For the
 quarterly period ended | March 31, 2010
| |                                 |               
| |                                 | or            

|  |                                                                                                                | 
|- | -------------------------------------------------------------------------------------------------------------- | 
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934                     
|  |                                                                                                                | 
|  | For the
 transition period from
 _____________________________               to ______________________________

| |                         |       
| | ----------------------- | ------
| | Commission
 file number | 0-5703
| |                         |       

|                                                      
|------------------------------------------------------
|Siebert Financial Corp.                               
|                                                      
|(Exact Name of Registrant as Specified in its Charter)

|                                                                 |  |                                     
|---------------------------------------------------------------- |  | ------------------------------------
|New York                                                         |  | 11-1796714                          
|                                                                 |  |                                     
|(State or
 Other Jurisdiction of Incorporation or
 Organization) |  | (I.R.S. Employer Identification No.)

|                                                                                   
|-----------------------------------------------------------------------------------
|885 Third Avenue, New York, NY 10022                                               
|                                                                                   
|(Address of Principal Executive Offices) (Zip Code)                                
|                                                                                   
|(212) 644-2400                                                                     
|                                                                                   
|(Registrants Telephone Number, Including Area Code)                               
|                                                                                   
|                                                                                   
|(Former Name, Former Address and Former Fiscal Year, if Changed Since
 Last Report)

Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes x    No o

Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes o    No o

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

| |                            |                             
| | -------------------------- | ----------------------------
| | Large
 Accelerated Filer o | Accelerated
 Filer o        
| |                            |                             
| | Non-Accelerated
 Filer o   | Smaller
 Reporting Company x

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).

Yes o    No x

Indicate
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of May 6, 2010, there were
22,181,725 shares of Common Stock, par value $.01 per share outstanding.

---

---



Unless
the context otherwise requires, the Company shall mean Siebert Financial
Corp. and its wholly owned subsidiaries and Siebert shall mean Muriel Siebert
& Co., Inc., a wholly owned subsidiary of the Company.

Certain
statements contained in Managements Discussion and Analysis of Financial
Condition and Results of Operations below and elsewhere in this document, as
well as oral statements that may be made by us or by our officers, directors or
employees acting on our behalf, that are not statements of historical or
current fact constitute forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward looking
statements involve risks and uncertainties and known and unknown factors that
could cause our actual results to be materially different from our historical
results or from any future results expressed or implied by such forward looking
statements, including, without limitation: changes in general economic and
market conditions; fluctuations in volume and prices of securities; demand for
brokerage and investment banking services; competition within and without the
discount brokerage business, including the offer of broader services;
competition from electronic discount brokerage firms offering lower rates on
commissions than we do; the prevalence of a flat fee environment; decline in
participation in equity or municipal finance underwritings; limited trading
opportunities; the method of placing trades by our customers; computer and
telephone system failures; our level of spending on advertising and promotions;
trading errors and the possibility of losses from customer non-payment of
amounts due; other increases in expenses and changes in net capital or other
regulatory requirements. We undertake no obligation to publicly release the
results of any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date when such statements were
made or to reflect the occurrence of unanticipated events. An investment in us
involves various risks, including those mentioned above and those which are
detailed from time to time in our Securities and Exchange Commission filings.

1

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Part I - FINANCIAL INFORMATION

Item 1. Financial
Statements.

Siebert Financial
Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | ------------------- | - | ---------- | -
|                                                                                                                                                                                                                                |  | March 31,
 2010 |            | December
 31,
 2009 |  
|                                                                                                                                                                                                                                |  | (unaudited)     |            |                     |  
|                                                                                                                                                                                                                                |  |                 |           
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|ASSETS                                                                                                                                                                                                                          |  |                 |            |                     |   |            |  
|Cash and cash equivalents                                                                                                                                                                                                       |  | $               | 23,531,000 |                     | $ | 24,184,000 |  
|Cash equivalents  restricted                                                                                                                                                                                                   |  |                 | 1,532,000  |                     |   | 1,532,000  |  
|Receivable from clearing broker                                                                                                                                                                                                 |  |                 | 1,138,000  |                     |   | 1,954,000  |  
|Securities owned, at fair value                                                                                                                                                                                                 |  |                 | 1,609,000  |                     |   | 1,607,000  |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                                                           |  |                 | 1,432,000  |                     |   | 1,569,000  |  
|Investment in and advances to affiliates                                                                                                                                                                                        |  |                 | 9,442,000  |                     |   | 9,040,000  |  
|Income tax refund receivable                                                                                                                                                                                                    |  |                 | 1,924,000  |                     |   | 1,074,000  |  
|Prepaid expenses and other assets                                                                                                                                                                                               |  |                 | 1,105,000  |                     |   | 1,050,000  |  
|Intangibles, net                                                                                                                                                                                                                |  |                 | 750,000    |                     |   | 750,000    |  
|Deferred taxes                                                                                                                                                                                                                  |  |                 | 1,278,000  |                     |   | 1,323,000  |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 | 43,741,000 |                     |   | 44,083,000 |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                            |  |                 |            |                     |   |            |  
|Liabilities:                                                                                                                                                                                                                    |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                                                                        |  |                 | 5,559,000  |                     |   | 4,695,000  |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 | 5,559,000  |                     |   | 4,695,000  |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|Contingencies                                                                                                                                                                                                                   |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|Stockholders equity:                                                                                                                                                                                                           |  |                 |            |                     |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,179,255 shares outstanding
 at March 31, 2010 and 23,211,846 shares issued and 22,185,325 shares
 outstanding at December 31, 2009 |  |                 | 232,000    |                     |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                                                      |  |                 | 19,476,000 |                     |   | 19,474,000 |  
|Retained earnings                                                                                                                                                                                                               |  |                 | 23,055,000 |                     |   | 24,249,000 |  
|Less: 1,032,591 and 1,026,521 shares of
 treasury stock, at cost at March 31, 2010 and December 31, 2009, respectively                                                                                                          |  |                 | (4,581,000 | )                   |   | (4,567,000 | )
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 | 38,182,000 |                     |   | 39,388,000 |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  
|                                                                                                                                                                                                                                |  |                 | 43,741,000 |                     | $ | 44,083,000 |  
|                                                                                                                                                                                                                                |  |                 |            |                     |   |            |  

See notes to condensed consolidated financial
statements.

2

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Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Operations
(unaudited)

|                                         |  |                                |            |      |   |            |  
|---------------------------------------- |  | ------------------------------ | ---------- | ---- | - | ---------- | -
|                                         |  | Three
 Months Ended
 March 31, |           
|                                         |  |                                |           
|                                         |  | 2010                           |            | 2009 |  
|                                         |  |                                |           
|                                         |  |                                |            |      |   |            |  
|Revenues:                                |  |                                |            |      |   |            |  
|Commissions and fees                     |  | $                              | 3,708,000  |      | $ | 4,566,000  |  
|Investment banking                       |  |                                | 347,000    |      |   | 1,877,000  |  
|Trading profits                          |  |                                | 234,000    |      |   | 531,000    |  
|Interest and dividends                   |  |                                | 24,000     |      |   | 26,000     |  
|                                         |  |                                |            |      |   |            |  
|                                         |  |                                | 4,313,000  |      |   | 7,000,000  |  
|                                         |  |                                |            |      |   |            |  
|                                         |  |                                |            |      |   |            |  
|Expenses:                                |  |                                |            |      |   |            |  
|Employee compensation and benefits       |  |                                | 2,456,000  |      |   | 3,033,000  |  
|Clearing fees, including floor brokerage |  |                                | 1,252,000  |      |   | 1,474,000  |  
|Professional fees                        |  |                                | 2,130,000  |      |   | 1,949,000  |  
|Advertising and promotion                |  |                                | 143,000    |      |   | 278,000    |  
|Communications                           |  |                                | 649,000    |      |   | 638,000    |  
|Occupancy                                |  |                                | 311,000    |      |   | 323,000    |  
|Other general and administrative         |  |                                | 684,000    |      |   | 681,000    |  
|                                         |  |                                |            |      |   |            |  
|                                         |  |                                | 7,625,000  |      |   | 8,376,000  |  
|                                         |  |                                |            |      |   |            |  
|                                         |  |                                |            |      |   |            |  
|Income from
 equity investees            |  |                                | 1,323,000  |      |   | 844,000    |  
|                                         |  |                                |            |      |   |            |  
|                                         |  |                                |            |      |   |            |  
|Loss before
 income taxes                |  |                                | (1,989,000 | )    |   | (532,000   | )
|                                         |  |                                |            |      |   |            |  
|Benefit for
 income taxes                |  |                                | (795,000   | )    |   | (200,000   | )
|                                         |  |                                |            |      |   |            |  
|Net loss                                 |  | $                              | (1,194,000 | )    | $ | (332,000   | )
|                                         |  |                                |            |      |   |            |  
|                                         |  |                                |            |      |   |            |  
|Net loss per share of common stock -     |  |                                |            |      |   |            |  
|Basic and Diluted                        |  | $                              | (.05       | )    | $ | (.01       | )
|Weighted average shares outstanding -    |  |                                |            |      |   |            |  
|Basic and Diluted                        |  |                                | 22,188,174 |      |   | 22,199,450 |  

See notes to condensed consolidated financial
statements.

3

---



Siebert Financial
Corp. & Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)

|                                                                             |  |                                |            |      |   |            |  
|---------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ---- | - | ---------- | -
|                                                                             |  | Three
 Months Ended
 March 31, |           
|                                                                             |  |                               
|                                                                             |  | 2010                           |            | 2009 |  
|                                                                             |  |                               
|Cash flows from operating activities:                                        |  |                                |            |      |   |            |  
|Net loss                                                                     |  | $                              | (1,194,000 | )    | $ | (332,000   | )
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                                |            |      |   |            |  
|Depreciation and amortization                                                |  |                                | 126,000    |      |   | 126,000    |  
|Income from equity investees                                                 |  |                                | (1,323,000 | )    |   | (844,000   | )
|Distribution from
 equity investees                                          |  |                                | 948,000    |      |   | 19,000     |  
|Deferred taxes                                                               |  |                                | 45,000     |      |   | (39,000    | )
|Employee stock based compensation                                            |  |                                | 2,000      |      |   | 9,000      |  
|Securities owned, at fair value                                              |  |                                | (2,000     | )    |   | (191,000   | )
|Securities sold short, at fair value                                         |  |                                |           |      |   | 509,000    |  
|Changes in:                                                                  |  |                                |            |      |   |            |  
|Receivable from clearing broker                                              |  |                                | 816,000    |      |   | (1,219,000 | )
|Income
 tax refund receivable                                                |  |                                | (850,000   | )    |   | (173,000   | )
|Prepaid expenses and other assets                                            |  |                                | (55,000    | )    |   | (54,000    | )
|Accounts payable and accrued liabilities                                     |  |                                | 938,000    |      |   | (1,152,000 | )
|                                                                             |  |                                |            |      |   |            |  
|Net cash used in operating activities                                        |  |                                | (549,000   | )    |   | (3,341,000 | )
|                                                                             |  |                                |            |      |   |            |  
|                                                                             |  |                                |            |      |   |            |  
|Cash flows from investing activities:                                        |  |                                |            |      |   |            |  
|Purchase of furniture, equipment and
 leasehold improvements                 |  |                                | (63,000    | )    |   | (82,000    | )
|(Payment) collection of advances made to
 equity investees                   |  |                                | (27,000    | )    |   | 56,000     |  
|                                                                             |  |                                |            |      |   |            |  
|Net cash used in investing activities                                        |  |                                | (90,000    | )    |   | (26,000    | )
|                                                                             |  |                                |            |      |   |            |  
|                                                                             |  |                                |            |      |   |            |  
|Cash flows from financing activities:                                        |  |                                |            |      |   |            |  
|Purchase of treasury shares                                                  |  |                                | (14,000    | )    |   | (7,000     | )
|                                                                             |  |                                |            |      |   |            |  
|Net cash used in financing activities                                        |  |                                | (14,000    | )    |   | (7,000     | )
|                                                                             |  |                                |            |      |   |            |  
|                                                                             |  |                                |            |      |   |            |  
|Net decrease in cash and cash equivalents                                    |  |                                | (653,000   | )    |   | (3,374,000 | )
|Cash and
 cash equivalents - beginning of period                             |  |                                | 24,184,000 |      |   | 29,617,000 |  
|                                                                             |  |                                |            |      |   |            |  
|                                                                             |  |                                |            |      |   |            |  
|Cash and
 cash equivalents - end of period                                   |  |                                | 23,531,000 |      | $ | 26,243,000 |  
|                                                                             |  |                                |            |      |   |            |  
|                                                                             |  |                                |            |      |   |            |  
|Supplemental cash flow disclosures:                                          |  |                                |            |      |   |            |  
|Cash paid for:                                                               |  |                                |            |      |   |            |  
|Income taxes                                                                 |  | $                              | 7,000      |      | $ | 11,000     |  

See notes to condensed consolidated financial
statements

4

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Siebert Financial
Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 consolidated financial statements include the accounts of Siebert Financial
 Corp. (the Company) and its wholly owned subsidiaries Muriel Siebert &
 Co., Inc. (Siebert) and Siebert Womens Financial Network, Inc. (WFN).
 All material intercompany balances and transactions have been eliminated.
 Investment in two entities in which the Company has ownership interests of
 49% and 33.33%, respectively, are accounted for by the equity method. The
 statements are unaudited; however, in the opinion of management, all
 adjustments considered necessary to reflect fairly the Companys financial
 position and results of operations, consisting of normal recurring
 adjustments, have been included.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 accompanying consolidated financial statements do not include all of the
 information and footnote disclosures normally included in financial
 statements prepared in accordance with accounting principles generally
 accepted in the United States of America. Accordingly, the statements should
 be read in conjunction with the audited financial statements included in the
 Companys Annual Report on Form 10-K for the year ended December 31, 2009.
 Because of the nature of the Companys business, the results of any interim
 period are not necessarily indicative of results for a full year.                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Securities transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Securities
 owned are carried at fair value. Interest is recorded on an accrual basis.
 Dividends are recorded on the ex-dividend date. Siebert clears all its
 security transactions through two unaffiliated clearing firms on a fully
 disclosed basis. Accordingly, Siebert does not hold funds or securities for
 or owe funds or securities to its customers. Those functions are performed by
 the clearing firms.                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Authoritative
 accounting guidance defines fair value, establishes a framework for measuring
 fair value and establishes a fair value hierarchy which prioritizes the
 inputs to valuation techniques. Fair value is the price that would be
 received to sell an asset or paid to transfer a liability in an orderly
 transaction between participants at the measurement date. The fair value
 hierarchy ranks the quality and reliability of the information used to
 determine fair values. Financial assets and liabilities carried at fair value
 are classified and disclosed in one of the following three categories:                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Level 1 
 valued based on quoted prices at the measurement date for identical assets or
 liabilities trading in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Level 2 
 quoted prices in active markets for similar assets and liabilities and inputs
 that are observable for the asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Level 3 
 valuations derived from valuation techniques in which one or more significant
 inputs is not readily observable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | As of March
 31, 2010, the classification of securities owned is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

5

---



|                  |  |         |         |         |   |           |  |   |           | 
|----------------- |  | ------- | ------- | ------- | - | --------- |  | - | --------- | 
|Securities
 owned |  | Level 1 |         | Level 2 |   | Total     | 
|                  |  |         |         |         |   |           | 
|Municipal
 bonds  |  |         |        |         | $ | 1,391,000 |  | $ | 1,391,000 | 
|                  |  |         |         |         |   |           |  |   |           | 
|Common stock      |  | $       | 218,000 |         |   |          |  | $ | 218,000   | 
|                  |  |         |         |         |   |           |  |   |           | 
|                  |  | $       | 218,000 |         | $ | 1,391,000 |  | $ | 1,609,000 | 
|                  |  |         |         |         |   |           |  |   |           | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Common stock
 is valued on the last business day of the period at the last available reported sales price on the primary
 securities exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Municipal
 bonds are valued based on prices obtained from pricing sources, which derive values
 from observable inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Loss Per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Basic and dilutive net loss
 per share are calculated by dividing net loss by the weighted average
 outstanding shares during the period. For the three months ended March 31, 2010 and 2009, 1,704,000 and
 1,767,200 common shares, respectively, issuable upon the exercise of options
 were not included in the computation of diluted loss per share as the effect
 would have been anti-dilutive.                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Siebert is
 subject to the Securities and Exchange Commissions Net Capital Rule (Rule
 15c3-1), which requires the maintenance of minimum net capital. Siebert has
 elected to use the alternative standard, permitted by the rule, which
 requires that Siebert maintain minimum net capital, as defined, equal to the
 greater of $250,000 or two percent of aggregate debit balances arising from
 customer transactions, pursuant to the Rule. As of March 31, 2010, Siebert had net capital of
 approximately $19,766,000 as compared with net capital requirements of
 $250,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On January
 22, 2008, the Board of Directors of the Company authorized a buy back of up
 to 300,000 shares of common stock. Shares will be purchased from time to
 time, at managements discretion, in the open market and in private
 transactions. The Company purchased 6,070 shares at an average price of $2.34
 in the first quarter of 2010.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6. | Siebert, Brandford, Shank & Co., LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Summarized
 financial data of Siebert, Brandford, Shank & Co., LLC, (SBS) for the three months ended March 31, is set
 forth below. Siebert holds a 49% ownership interest in SBS which is engaged
 in municipal bond underwritings. Income from SBS is considered to be integral
 to Sieberts operations and material to the results of operations.                                                                                                                                                                                                                                

6

---



|                                                                                                    |  |      |            |      |  |           | 
|--------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | --------- | 
|                                                                                                    |  | 2010 |            | 2009 | 
|                                                                                                    |  |      |            |      | 
|Total
 assets, including secured demand note of $1,200,000 in each period due from
 Siebert         |  | $    | 40,378,000 |      |  |           | 
|Total
 liabilities, including subordinated liabilities of $1,200,000
 in each period due to Siebert |  |      | 21,966,000 |      |  |           | 
|Total
 members capital                                                                             |  |      | 18,412,000 |      |  |           | 
|Regulatory
 minimum net capital requirement                                                         |  |      | 676,000    |      |  | 300,000   | 
|Total revenues                                                                                      |  |      | 13,166,000 |      |  | 9,060,000 | 
|Net income                                                                                          |  |      | 2,684,000  |      |  | 1,860,000 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert
 charged SBS $19,000 for the three months ended March 31, 2010 and 2009,
 respectively, for general and administrative services, which Siebert believes
 approximates the cost of furnishing such services.                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Sieberts
 share of net income for the three months ended March 31, 2010 and 2009
 amounted to $1.3 million and $912,000, respectively.                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Sieberts
 share of undistributed earnings from SBS amounted to $8,630,000 at
 March 31, 2010. Such amount may not be immediately available for
 distribution to Siebert for various reasons including the amount of SBSs
 available cash, the provisions of the agreement between Siebert and the
 principals and SBSs continued compliance with its regulatory net capital
 requirements.                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | SBS Financial Products Company, LLC:                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company
 has a 33.33% ownership interest in, and the two individual principals of SBS
 have an aggregate 66.66% ownership interest in, SBS Financial Products
 Company, LLC (SBSFPC), which engages in derivatives transactions related to
 the municipal underwriting business. Income/(loss) from SBSFPC is considered
 to be integral to the Companys operations and material to the results of
 operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys
 share of net income (loss) for the three months ended March 31, 2010 and 2009
 amounted to $8,000 and ($68,000), respectively.                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | At March 31,
 2010, SBSFPC had an accumulated loss of $185,000 of which the Companys share
 was $62,000.                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Summarized
 financial data of SBSFPC for the three months ended March 31, is set forth below.                                                                                                                                                                                                                                                                                                                         

|                        |  |      |             |      |  |          |   
|----------------------- |  | ---- | ----------- | ---- |  | -------- | --
|                        |  | 2010 |             | 2009 | 
|                        |  |      |             |      | 
|Total assets            |  |      | 134,173,000 |      |  |          |   
|Total
 liabilities      |  |      | 133,158,000 |      |  |          |   
|Total
 members capital |  |      | 1,015,000   |      |  |          |   
|Total revenues          |  |      | 77,000      |      |  | (154,000 | )*
|Net income
 (loss)      |  |      | 25,000      |      |  | (203,000 | ) 

| |                                                           
| | ----------------------------------------------------------
| | *Attributable to
 unrealized loss on derivative contracts.

7

---



|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.                                                                                             | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | Retail
 customer transactions are cleared through clearing brokers on a fully
 disclosed basis. If customers do not fulfill their contractual obligations,
 the clearing broker may charge Siebert for any loss incurred in connection
 with the purchase or sale of securities at prevailing market prices to
 satisfy the customer obligations. Siebert regularly monitors the activity in
 its customer accounts for compliance with its margin requirements. Siebert is
 exposed to the risk of loss on unsettled customer transactions if customers
 are unable to fulfill their contractual obligations. There were no material
 losses for unsettled customer transactions for the three months ended March
 31, 2010 and 2009.
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | Siebert is
 party to certain claims, suits and complaints arising in the ordinary
 course of business. In the opinion of management all such claims, suits and
 complaints are without merit, or involved amounts which would not have a
 significant effect on the financial position or results of operations of the
 Company.                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.                                                                                             | Subsequent Events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | As part of
 the negotiations with its primary clearing firm for a three year Fully
 Disclosed Clearing Agreement which was entered into on May 5, 2010 and subject to approval by FINRA, the
 Company resolved at $3 million the amount due to the Company from the
 clearing firm on past transactions cleared for the Company. This amount will
 be recorded as commission and fee income in the second quarter of 2010.                                                                                                                                                                                                                                                                                                            
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 2. Managements Discussion and Analysis of Financial Condition
 and Results of Operations
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | This
 discussion should be read in conjunction with our audited consolidated
 financial statements as of and for the year ended December 31, 2009, and our
 unaudited Consolidated Financial Statements and the Notes thereto contained
 elsewhere in this Quarterly Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Business Environment                                                                          
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | The
 financial crisis affecting the global economy has created historic volatility
 in the marketplace. Our working capital is invested primarily in money market
 funds, so that liquidity has not been materially affected. The crisis did
 have the effect of reducing participation in the securities market by our
 retail and institutional customers, which has had an adverse effect on our
 revenues. Competition in the brokerage industry remains intense.                                                                                                                                                                                                                                                                 
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | Like
 other securities firms, we are directly affected by general economic and
 market conditions including fluctuations in volume and prices of securities,
 changes and prospects for changes in interest rates and demand for brokerage
 and investment banking services, all of which can affect our relative
 profitability. In periods of reduced financial market activity, profitability
 is likely to be adversely affected because certain expenses remain relatively
 fixed, including salaries and related costs, portions of communications costs
 and occupancy expenses. Accordingly, earnings or loss for any period should
 not be considered representative of any other period.                                    
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Recent Developments                                                                           
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               | On January
 22, 2008, our Board of Directors authorized a buy back of up to 300,000
 shares of common stock. Shares will be purchased from time to time, in our
 discretion, in the open market and in private transactions. The Company
 purchased 6,070 shares at an average price of $2.34 in the first quarter of
 2010.                                                                                                                                                                                                                                                                                                                                                                                                          

8

---



|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             | As part of
 the negotiations with its primary clearing firm for a three year Fully
 Disclosed Clearing Agreement which was entered into on May 5, 2010 and subject to approval by FINRA, the
 Company resolved at $3 million the amount due to the Company from the clearing
 firm on past transactions cleared for the Company. This amount will be
 recorded as commission and fee income in the second quarter of 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Critical Accounting Policies
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | We
 generally follow accounting policies standard in the brokerage industry and
 believe that our policies appropriately reflect our financial position and
 results of operations. Our management makes significant estimates that
 affect the reported amounts of assets, liabilities, revenues and expenses and
 the related disclosure of contingent assets and liabilities included in the
 financial statements. The estimates relate primarily to revenue and expense
 items in the normal course of business as to which we receive no
 confirmations, invoices, or other documentation at the time the books are
 closed for a period. We use our best judgment, based on our knowledge of
 these revenue transactions and expenses incurred, to estimate the amounts of
 such revenue and expense. We are not aware of any material differences
 between the estimates used in closing our books for the last five years and
 the actual amounts of revenue and expenses incurred when we subsequently
 receive the actual confirmations, invoices or other documentation. Estimates
 are also used in determining the useful lives of intangible assets, and the
 fair market value of intangible assets. Our management believes that its
 estimates are reasonable.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Results of Operations       
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | We
 had a net loss of $1.2 million and $332,000 for the three months ended March
 31, 2010 and 2009, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Total
 revenues for the three months ended March 31, 2010 were $4.3 million, a
 decrease of $2.7 million or 38.4% from the same period in 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Commission
 and fee income for the three months ended March 31, 2010 was $3.7 million, a
 decrease of $858,000 or 18.8% from the same period in 2009. Commissions
 generated by retail customers decreased due to a decrease in trading volumes
 as well as a decrease in the average commission charged per trade offset by
 an increase in fees from margin debits due to higher margin debit balances.
 Our commissions recapture operations decreased as well but there was an
 offset by an increase in the institutional trading commission trading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Investment
 banking revenues for the three months ended March 31, 2010 were $347,000, a
 decrease of $1.5 million or 81.5% from the same period in 2009 primarily due
 to our participating in fewer new issues in the debt markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Trading
 profits were $234,000 for the three months ended March 31, 2010, a decrease
 of $297,000 or 55.9% from the same period in 2009 primarily due to the loss
 of two debt sales-traders in the second quarter of 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Interest
 and dividends for the three months ended March 31, 2010 were $24,000, a decrease
 of $2,000 or 7.7% from the same period in 2009 primarily due to lower cash
 balances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Total
 expenses for the three months ended March 31, 2010 were $7.6 million, a
 decrease of $751,000 or 9.0% from the same period in 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             | Employee
 compensation and benefit costs for the three months ended March 31, 2010 was
 $2.5 million, a decrease of $577,000 or 19.0% from the same period in 2009.
 This decrease was due to a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

9

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | decrease in
 commissions paid based on production in the capital markets and retail
 operations as well as a decrease in bonus accrual for staff and FICA costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Clearing
 and floor brokerage costs for the three months ended March 31, 2010 were $1.3
 million, a decrease of $222,000 or 15.1% from the same period in 2009 due to
 a decrease in volume of trade executions for retail customers and commission
 recapture operations offset by an increase in execution charges for
 institutional equity customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Professional
 fees were $2.1 million for the three months ended March 31, 2010, an increase
 of $181,000, or 9.3% from the same period in 2009 primarily due to an
 increase in legal fees relating to a dispute with a former employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Advertising
 and promotion expenses for the three months ended March 31, 2010 were
 $143,000, a decrease of $135,000 or 48.6% from the same period in 2009 due to
 a decrease in production and airing of television commercials and print
 advertising, brochures and direct mailings to our retail customer base.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Communications
 expense for the three months ended March 31, 2010 was $649,000, an increase
 of $11,000 or 1.7% from the same period in 2009 primarily due to an increase
 in Bloomberg terminals for new sales traders in our equity capital markets
 department.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Occupancy
 costs for the three months ended March 31, 2010 were $311,000, a decrease of
 $12,000 or 3.7% from the same period in 2009 due to a decrease in rents in
 the New Jersey office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Other
 general and administrative expenses were $684,000, an increase of $3,000 or
 0.4% from the same period in 2009 due to an increase in registration fees
 offset by decreases in printing, travel and entertainment, transportation,
 postage and subscriptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Income from
 Sieberts equity investment in Siebert Brandford Shank & Co., LLC, an
 entity in which Siebert holds a 49% equity interest (SBS), for the three
 months ended March 31, 2010 was $1.3, an increase of $388,000 or 42.5% from
 the same period in 2009 due to SBS participating in more and larger managed
 and co-managed transactions. Income from our equity investment in SBS
 Financial Products Company, LLC, an entity in which we hold a 33% equity
 interest (SBSFPC) for the three months ended March 31, 2010 was $8,000 as
 compared to a loss of $67,000 from the same period in 2009. This loss in 2009
 was due to the mark to market loss in positions. Income and loss from equity
 investees is considered to be integral to our operations and material to the
 results of operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | For
 the three months ended March 31, 2010 and 2009 we recorded a benefit for
 income taxes of $795,000 and $200,000, respectively, due to our loss before
 taxes of $2.0 million and $532,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Liquidity
 and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Our
 assets are highly liquid, consisting generally of cash, money market funds
 and commercial paper. Our total assets at March 31, 2010 were $44 million. As
 of that date, $26 million, or 60%, of our total assets were regarded by us as
 highly liquid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Siebert
 is subject to the net capital requirements of the SEC, the NYSE and other
 regulatory authorities. At March 31, 2010, Sieberts regulatory net capital
 was $19.8 million, $19.5 million in excess of its minimum capital requirement
 of $250,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | On
 January 22, 2008, the Board of Directors of the Company authorized a buy back
 of up to 300,000 shares of common stock. Shares will be purchased from time
 to time, in our discretion, in the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

10

---



|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 | open market
 and in private transactions. The Company purchased 6,070 shares at an average
 price of $2.34 in the first quarter of 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 | Siebert
 has entered into a Secured Demand Note Collateral Agreement with SBS under
 which Siebert is obligated to lend to SBS up to $1.2 million on a
 subordinated basis collateralized by cash equivalents of approximately $1.5
 million as of March 31, 2010. Amounts pledged by Siebert under the facility
 are reflected on our balance sheet as cash equivalents  restricted. SBS
 pays Siebert interest on this amount at the rate of 4% per annum. The
 facility expires on August 31, 2011 at which time SBS is obligated to repay
 to Siebert any amounts borrowed by SBS thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 | Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 | Working
 capital is generally invested temporarily in dollar denominated money market
 funds and United States Treasury Bills. These investments are not subject to
 material changes in value due to interest rate movements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 | Retail
 customer transactions are cleared through clearing brokers on a fully
 disclosed basis. If customers do not fulfill their contractual obligations,
 the clearing broker may charge Siebert for any loss incurred in connection
 with the purchase or sale of securities at prevailing market prices to
 satisfy the customers obligations. Siebert regularly monitors the activity
 in its customer accounts for compliance with its margin requirements. Siebert
 is exposed to the risk of loss on unsettled customer transactions if
 customers and other counterparties are unable to fulfill their contractual
 obligations. There were no material losses for unsettled customer
 transactions as of March 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Item 4T. Controls and Procedures
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 | We
 carried out an evaluation, under the supervision and with the participation
 of management, including our Chief Executive Officer and Chief Financial
 Officer, of the effectiveness of the design and operation of our disclosure
 controls and procedures as of the end of the period covered by this report
 pursuant to Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act
 of 1934, as amended. Based on that evaluation, our management, including the
 Chief Executive Officer and Chief Financial Officer, concluded that our
 disclosure controls and procedures are effective to ensure that the
 information we are required to disclose in reports that we file or submit
 under the Securities Exchange Act of 1934, as amended, is recorded,
 processed, summarized and reported within the time periods specified in the
 rules and forms of the Securities and Exchange Commission and to ensure that
 information required to be disclosed is accumulated and communicated to our
 management, including our Chief Executive Officer and Chief Financial Officer
 to allow timely decisions regarding timely disclosure.
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 | There were
 no changes in our internal control over financial reporting that occurred
 during our most recent fiscal quarter that have materially affected, or are
 reasonably likely to materially affect, our internal control over financial
 reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

11

---



|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       | Part II -
 OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | Item 1. Legal
 Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | We are
 involved in various routine lawsuits of a nature we deemed to be customary
 and incidental to our business. In the opinion of management, the ultimate
 disposition of such actions will not have a material adverse effect on our
 financial position or results of operations.                                                                                                                                                                                                                
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | Item 1A. Risk
 Factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | In addition
 to the other information set forth in this report, you should carefully
 consider the factors discussed in Part I, Item 1A. Risk Factors in our
 Annual Report on Form 10-K for the year ended December 31, 2009, which could
 materially affect our business, financial position and results of operations.
 There are no material changes from the risk factors set forth in Part I, Item
 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended
 December 31, 2009.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | Item 2. Unregistered
 Sales of Equity Securities and Use of Proceeds                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | On January
 23, 2008, our Board of Directors authorized the repurchase of up to 300,000 shares
 of our common stock. Shares will be purchased from time to time, in our
 discretion, in the open market and in private transactions.                                                                                                                                                                                                                                                                    
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                       | We purchased
 6,070 shares at an average price of $2.34 in the first quarter of 2010.                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                      
|Issuer
 Purchases of Equity Securities
|                                      
|                                       | A summary of
 our repurchase activity for the three months ended March 31, 2010 is as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                         

|               |  |                                    |       |                                |   |                                                                                          |  |                                                                                        |        |  |  |         | 
|-------------- |  | ---------------------------------- | ----- | ------------------------------ | - | ---------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- | ------ |  |  | ------- | 
|Period         |  | Total Number Of 
 Shares Purchased |       | Average Price Paid 
 Per Share |   | Total Number of 
 Shares Purchased 
 as Part of Publicly 
 Announced Plans 
 or Programs |  | Maximum Number 
 of Shares that May 
 Yet Be Purchased 
 Under The Plans or 
 Programs |       
|January 2010   |  |                                    | 2,466 |                                | $ | 2.35                                                                                     |  |                                                                                        | 31,404 |  |  | 268,596 | 
|February
 2010 |  |                                    | 1,698 |                                | $ | 2.33                                                                                     |  |                                                                                        | 33,102 |  |  | 266,898 | 
|March 2010     |  |                                    | 1,906 |                                | $ | 2.32                                                                                     |  |                                                                                        | 35,008 |  |  | 264,992 | 
|Total          |  |                                    | 6,070 |                                | $ | 2.34                                                                                     |  |                                                                                        | 35,008 |  |  | 264,992 | 

12

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Item 5. Other
Information

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On May 5,
 2010, Muriel Siebert & Co., Inc. entered into a new Fully Disclosed
 Clearing Agreement (the Agreement) with National Financial Services LLC
 (NFS), its primary clearing firm, for an initial term of three years.
 Pursuant to the Agreement, Siebert has engaged NFS to execute and clear
 transactions and carry accounts on a fully disclosed basis on behalf of
 Siebert and Sieberts customers which are introduced by Siebert and accepted
 by NFS. In addition, NFS will provide certain services to Siebert and its
 customers. The Agreement also identifies and allocates certain functions and
 responsibilities between NFS and Siebert. The Agreement supersedes the
 clearing agreement between NFS and Siebert dated March 20, 2000.
 NFS has submitted the Agreement to FINRA for approval.

Item 6. Exhibits

| |      |                                                                                                                                                                     
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1 | Certification of Muriel F.
 Siebert pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
| |      |                                                                                                                                                                     
| | 31.2 | Certification of Joseph M.
 Ramos, Jr. pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |      |                                                                                                                                                                     
| | 32.1 | Certification of Muriel F.
 Siebert of Periodic Financial Report under Section 906 of the Sarbanes-Oxley
 Act of 2002.                                              
| |      |                                                                                                                                                                     
| | 32.2 | Certification of Joseph M.
 Ramos, Jr. of Periodic Financial Report under Section 906 of the
 Sarbanes-Oxley Act of 2002.                                           

13

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SIGNATURES

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 thereunto
duly authorized.

| |                          |                                                       | 
| | ------------------------ | ----------------------------------------------------- | 
| | SIEBERT
 FINANCIAL CORP.
| |                          |                                                       | 
| | By:                      | /s/ Muriel F. Siebert                                 | 
| |                          | Muriel F.
 Siebert                                   
| |                          | Chairwoman
 and President                            
| |                          | (principal
 executive officer)                       
| |                          |                                                       | 
| | Dated: May
 17, 2010     |                                                      
| |                          |                                                       | 
| | By:                      | /s/ Joseph M. Ramos, Jr.                              | 
| |                          | Joseph M.
 Ramos, Jr.                                 | 
| |                          | Executive
 Vice President and Chief Financial Officer
| |                          | (principal
 financial and accounting officer)        
| |                          |                                                      
| | Dated: May
 17, 2010    

14

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