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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

(Mark One)

|  |                                                                                    
|- | -----------------------------------------------------------------------------------
|x | Quarterly report under Section 13 or 15(d) of the
  Securities Exchange Act of 1934
|  |                                                                                    
|  | For the quarterly period ended March 31, 2006                                      
|  |                                                                                    
|o | Transition report under Section 13 or 15(d) of the
  Exchange Act                  
|  |                                                                                    
|  | For the transition period from ____________________
  to ____________________      
|  |                                                                                    
|  | Commission file number 0-5703                                                      

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

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

|                                                                                    
|------------------------------------------------------------------------------------
|885
  Third Avenue, New York, NY 10022                                              
|                                                                                    
|(Address of Principal
  Executive Offices)                                          
|                                                                                    
|(212)
  644-2400                                                                    
|                                                                                    
|(Issuer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 is a large accelerated, an accelerated
filer or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act.

(Check one): Large Accelerated Filer o Accelerated
Filer o
Non-Accelerated Filer 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

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of April 24, 2006, there were
23,041,688 shares of Common Stock, par value $.01 per share, outstanding.

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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 the 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 the Company or by its officers,
directors or employees acting on the Companys 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 the actual results of the Company to be materially
different from the 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 the Company; 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
the Companys customers; computer and telephone system failures; the level of
spending by the Company 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. The
Company undertakes 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 the Company
involves various risks, including those mentioned above and those which are
detailed from time to time in the Companys 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, 
  2006 |            | December 31, |     
|                                                                                                                                                                                 |  | (unaudited)       |            |              | 2005 |           
|                                                                                                                                                                                 |  |                   |            |              |      |           
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|ASSETS                                                                                                                                                                           |  |                   |            |              |      |            |  
|Cash and cash equivalents                                                                                                                                                        |  | $                 | 31,089,000 |              | $    | 30,980,000 |  
|Cash equivalents  restricted                                                                                                                                                    |  |                   | 1,300,000  |              |      | 1,300,000  |  
|Receivable from clearing
  broker                                                                                                                                                |  |                   | 2,139,000  |              |      | 2,404,000  |  
|Furniture, equipment and
  leasehold improvements, net                                                                                                                           |  |                   | 777,000    |              |      | 828,000    |  
|Investment in and advances to
  equity investees                                                                                                                                 |  |                   | 4,288,000  |              |      | 4,428,000  |  
|Prepaid expenses and other
  assets                                                                                                                                              |  |                   | 1,138,000  |              |      | 992,000    |  
|Intangibles, net                                                                                                                                                                 |  |                   | 1,416,000  |              |      | 1,494,000  |  
|Deferred taxes                                                                                                                                                                   |  |                   | 611,000    |              |      | 601,000    |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|                                                                                                                                                                                 |  | $                 | 42,758,000 |              | $    | 43,027,000 |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|LIABILITIES
  AND STOCKHOLDERS EQUITY                                                                                                                                           |  |                   |            |              |      |            |  
|Liabilities:                                                                                                                                                                     |  |                   |            |              |      |            |  
|Accounts payable and accrued
  liabilities                                                                                                                                       |  |                   | 5,080,000  |              |      | 5,975,000  |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|Contingencies                                                                                                                                                                    |  |                   |            |              |      |            |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|Stockholders equity:                                                                                                                                                            |  |                   |            |              |      |            |  
|Common stock, $.01 par value; 49,000,000 shares authorized,
23,039,402
  shares issued and 22,122,968 shares outstanding at March 31, 2006 and
  December 31, 2005, respectively |  |                   | 230,000    |              |      | 230,000    |  
|Additional paid-in capital                                                                                                                                                       |  |                   | 18,137,000 |              |      | 18,063,000 |  
|Retained earnings                                                                                                                                                                |  |                   | 23,448,000 |              |      | 22,896,000 |  
|Less: 916,434 shares of treasury stock, at cost at March 31, 2006 and
  December 31, 2005, respectively                                                                          |  |                   | (4,137,000 | )            |      | (4,137,000 | )
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|                                                                                                                                                                                 |  |                   | 37,678,000 |              |      | 37,052,000 |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  
|                                                                                                                                                                                 |  | $                 | 42,758,000 |              | $    | 43,027,000 |  
|                                                                                                                                                                                 |  |                   |            |              |      |            |  

See notes to consolidated financial statements.

2

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

|                                                           |  |                      |            |      |   |            | 
|---------------------------------------------------------- |  | -------------------- | ---------- | ---- | - | ---------- | 
|                                                           |  | Three
  Months Ended |           
|                                                           |  | March 31,            |           
|                                                           |  |                      |           
|                                                           |  | 2006                 |            | 2005 |  
|                                                           |  |                      |            |      |  
|                                                           |  |                      |            |      |   |            | 
|Revenues:                                                  |  |                      |            |      |   |            | 
|Commissions and
  fees                                     |  | $                    | 6,602,000  |      | $ | 6,173,000  | 
|Investment
  banking                                       |  |                      | 277,000    |      |   | 363,000    | 
|Trading profits                                            |  |                      | 170,000    |      |   | 217,000    | 
|Income from
  equity investees                             |  |                      | 405,000    |      |   | 316,000    | 
|Interest and
  dividends                                   |  |                      | 376,000    |      |   | 157,000    | 
|                                                           |  |                      |            |      |   |            | 
|                                                           |  |                      | 7,830,000  |      |   | 7,226,000  | 
|                                                           |  |                      |            |      |   |            | 
|                                                           |  |                      |            |      |   |            | 
|Expenses:                                                  |  |                      |            |      |   |            | 
|Employee
  compensation and benefits                       |  |                      | 2,656,000  |      |   | 2,672,000  | 
|Clearing fees,
  including floor brokerage                 |  |                      | 1,491,000  |      |   | 1,321,000  | 
|Professional
  fees                                        |  |                      | 875,000    |      |   | 914,000    | 
|Advertising and
  promotion                                |  |                      | 435,000    |      |   | 338,000    | 
|Communications                                             |  |                      | 451,000    |      |   | 607,000    | 
|Occupancy                                                  |  |                      | 268,000    |      |   | 259,000    | 
|Other general
  and administrative                         |  |                      | 703,000    |      |   | 799,000    | 
|                                                           |  |                      |            |      |   |            | 
|                                                           |  |                      | 6,879,000  |      |   | 6,910,000  | 
|                                                           |  |                      |            |      |   |            | 
|                                                           |  |                      |            |      |   |            | 
|Income before provision for income taxes                   |  |                      | 951,000    |      |   | 316,000    | 
|                                                           |  |                      |            |      |   |            | 
|Provision for income taxes                                 |  |                      | 399,000    |      |   | 135,000    | 
|                                                           |  |                      |            |      |   |            | 
|Net income                                                 |  | $                    | 552,000    |      | $ | 181,000    | 
|                                                           |  |                      |            |      |   |            | 
|                                                           |  |                      |            |      |   |            | 
|Net income per share of common stock - Basic and
  Diluted |  | $                    | .02        |      | $ | .01        | 
|                                                          
|Weighted average shares outstanding - Basic                |  |                      | 22,122,968 |      |   | 22,573,019 | 
|Weighted average shares outstanding - Diluted              |  |                      | 22,139,428 |      |   | 22,698,373 | 

See notes to consolidated financial statements.

3

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

|                                                                                    |  |                      |            |      |   |            |  
|----------------------------------------------------------------------------------- |  | -------------------- | ---------- | ---- | - | ---------- | -
|                                                                                    |  | Three
  Months Ended |           
|                                                                                    |  | March 31,            |           
|                                                                                    |  |                      |           
|                                                                                    |  | 2006                 |            | 2005 |  
|                                                                                    |  |                      |            |      |  
|Cash flows from operating activities:                                               |  |                      |            |      |   |            |  
|Net income                                                                          |  | $                    | 552,000    |      | $ | 181,000    |  
|Adjustments to
  reconcile net income to net cash provided by operating activities: |  |                      |            |      |   |            |  
|Depreciation and
  amortization                                                     |  |                      | 193,000    |      |   | 315,000    |  
|Income from
  equity investees                                                      |  |                      | (405,000   | )    |   | (316,000   | )
|Distribution from equity investee                                                   |  |                      | 503,000    |      |   |            |  
|Deferred taxes                                                                      |  |                      | (10,000    | )    |   | (49,000    | )
|Employee stock
  option plans                                                       |  |                      | 74,000     |      |   |            |  
|Changes in:                                                                         |  |                      |            |      |   |            |  
|Receivable from
  clearing broker                                                   |  |                      | 265,000    |      |   | 605,000    |  
|Prepaid expenses
  and other assets                                                 |  |                      | (146,000   | )    |   | 109,000    |  
|Accounts payable
  and accrued liabilities                                          |  |                      | (895,000   | )    |   | (662,000   | )
|                                                                                    |  |                      |            |      |   |            |  
|Net cash  provided by operating activities                                          |  |                      | 131,000    |      |   | 183,000    |  
|                                                                                    |  |                      |            |      |   |            |  
|                                                                                    |  |                      |            |      |   |            |  
|Cash flows from investing
  activities:                                             |  |                      |            |      |   |            |  
|Purchase of
  furniture, equipment and leasehold improvements                       |  |                      | (64,000    | )    |   | (27,000    | )
|Investment in
  and advances made to equity investees                               |  |                      | 42,000     |      |   | (62,000    | )
|                                                                                    |  |                      |            |      |   |            |  
|Net cash
  used in investing activities                                             |  |                      | (22,000    | )    |   | (89,000    | )
|                                                                                    |  |                      |            |      |   |            |  
|                                                                                    |  |                      |            |      |   |            |  
|Net increase in
  cash and cash equivalents                                         |  |                      | 109,000    |      |   | 94,000     |  
|                                                                                    |  |                      |            |      |   |            |  
|Cash and cash equivalents - beginning of period                                     |  |                      | 30,980,000 |      |   | 28,748,000 |  
|                                                                                    |  |                      |            |      |   |            |  
|                                                                                    |  |                      |            |      |   |            |  
|Cash and cash equivalents - end of period                                           |  | $                    | 31,089,000 |      | $ | 28,842,000 |  
|                                                                                    |  |                      |            |      |   |            |  
|                                                                                    |  |                      |            |      |   |            |  
|Supplemental cash flow disclosures:                                                 |  |                      |            |      |   |            |  
|Cash paid for:                                                                      |  |                      |            |      |   |            |  
|Income taxes                                                                        |  | $                    | 618,000    |      | $ | 118,000    |  

See notes to consolidated
financial statements.

4

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Siebert
Financial Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2006 and 2005
(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% 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, 2005. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Reclassification  Certain prior period amounts have
  been reclassified to conform with current year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2004, the Financial Accounting Standards
  Board (FASB) issued SFAS No. 123R Share-Based Payment (SFAS 123R),
  which requires all share-based payments to employees, including grants of
  employee stock options, to be recognized in the statement of operations as an
  operating expense, based on their fair values on grant date. Prior to the
  adoption of SFAS 123R the Company accounted for stock based compensation
  using the intrinsic value. The Company adopted the provisions of SFAS No. 123R
  effective January 1, 2006, using the modified prospective transition method.
  Under the modified prospective transition method, non-cash compensation expense is
  recognized for the portion of outstanding stock option awards granted prior
  to the adoption of SFAS 123R for which service has not been rendered, and for
  any future stock option grants. Accordingly, periods prior to adoption have
  not been restated. The Company recognizes share-based compensation costs on a
  straight-line basis over the requisite service periods of awards. That cost
  is recognized as compensation expense over the service period, which would
  normally be the vesting period of the options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The following table illustrates the effect on net
  income and earnings per share if the fair value based method had been applied
  to the prior period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

5

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|                                                                                                                       |  |                                         |         |  
|---------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------- | -
|                                                                                                                       |  | Three
  months ended, 
  March 31, 2005 |        
|                                                                                                                       |  |                                         |        
|                                                                                                                       |  |                                         |         |  
|Net income, as reported                                                                                                |  | $                                       | 181,000 |  
|Stock-based
  employee compensation determined under the fair value-based method, prior to
  the adoption of SFAS 123R |  |                                         | (68,000 | )
|                                                                                                                       |  |                                         |         |  
|Pro forma net income                                                                                                   |  | $                                       | 113,000 |  
|                                                                                                                       |  |                                         |         |  
|                                                                                                                       |  |                                         |         |  
|Net income per share  basic and diluted:                                                                              |  |                                         |         |  
|                                                                                                                       |  |                                         |         |  
|As reported                                                                                                            |  | $                                       | .01     |  
|Pro forma                                                                                                              |  | $                                       | .01     |  

Stock based compensation expense recognized in the
Consolidated Statement of Income was $74,000 which resulted in a decrease in net income of $74,000 for the three months ended March
31, 2006.

The following table summarizes the activity of the
Companys stock options for the three months ended March 31, 2006:

|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|----------------------------------------------------- |  | ------ | --------- | -------------------------------------------------- | - | ---------------------------------------------------- |  | ----------------------------- | ---- |  | - | ------- | 
|                                                      |  | Shares |           | Weighted-
  Average
  Exercise
  Price per
  Share |   | Weighted-
  Average
  Remaining
  Contractual
  Term |  | Aggregate
  Intrinsic
  Value |     
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |     
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |     
|Outstanding at January 1, 2006                        |  |        | 1,767,610 |                                                    | $ | 4.16                                                 |  |                               |      |  |   |         | 
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|Granted                                               |  |        | 0         |                                                    | $ | -                                                    |  |                               |      |  |   |         | 
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|Exercised                                             |  |        | 0         |                                                    | $ | -                                                    |  |                               |      |  |   |         | 
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|Cancelled                                             |  |        | 14,000    |                                                    | $ | 3.48                                                 |  |                               |      |  |   |         | 
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|Outstanding at March 31, 2006                         |  |        | 1,753,610 |                                                    | $ | 4.16                                                 |  |                               | 4.91 |  | $ | 105,000 | 
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|Fully vested and expected to vest at March 31,
  2006 |  |        | 1,661,610 |                                                    | $ | 4.18                                                 |  |                               | 4.78 |  | $ | 96,000  | 
|                                                      |  |        |           |                                                    |   |                                                      |  |                               |      |  |   |         | 
|Exercisable at March 31, 2006                         |  |        | 1,661,610 |                                                    | $ | 4.18                                                 |  |                               | 4.78 |  | $ | 96,000  | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Siebert is subject to the Securities and Exchange
  Commissions Uniform Net Capital Rule (Rule 15c3-1), which requires the
  maintenance of minimum net capital. Siebert has elected to use the
  alternative method, 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,
  as defined. (The net capital rule of the New York Stock Exchange also
  provides that equity capital may not be withdrawn or cash dividends paid if
  resulting net capital would be less than five percent of aggregate debits.)
  As of March 31, 2006, Siebert had net capital of approximately $26,545,000 as
  compared with net capital requirements of $250,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On May 15, 2000, the board of directors of the
  Company authorized a stock buy back program of up to one million common
  shares. Shares will be purchased from time to time in the open market and in
  private transactions. Through March 31, 2006, 916,434 shares have been
  purchased at an average price of $4.51 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

6

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Intuit Lawsuit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Siebert filed a lawsuit
  against Intuit Inc. (Intuit) in New York State Supreme Court on September
  17, 2003 seeking not less than $11.1 million in compensatory damages and
  $33.3 million in punitive damages for claims relating to the Joint Brokerage
  Service (the JBS) conducted during the years ended December 31, 2003 and
  2002 under the Strategic Alliance Agreement between Siebert and Intuit. The
  Court denied Intuits motion to dismiss Sieberts causes of action for breach
  of fiduciary duty, breach of contractual obligations to pay shared expenses,
  promissory estoppel, and breach of the implied covenant of good faith and
  fair dealing. The Court granted Intuits motion to dismiss Sieberts causes
  of action for breach of the express covenant of good faith and fair dealing,
  misrepresentation and/or fraud, and its request for punitive damages. Intuit
  has counterclaimed against Siebert, seeking not less than $6.6 million.
  Siebert and Intuit have appealed from certain portions of the Courts
  decision and Siebert has also moved for reargument of that decision regarding
  punitive damages. In November 2005, Intuits counsel was disqualified by the
  Court from representing Intuit in this action. Any further activity in the
  action is stayed pending a decision on Intuits appeal from the Order of
  Disqualification, which was heard by the Appellate Court on April 21, 2006.
  The outcome of this matter cannot now be predicted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | Siebert Brandford Shank & Co.,
  LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Summarized financial data (presented in thousands)
  of Siebert Brandford Shank & Co., LLC, (SBS) as of and for the three
  months ended March 31, 2006 and 2005 is set forth below. Siebert holds a 49%
  ownership interest in SBS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                                                                                      |  |      |            |      |   |            | 
| | ---------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | 
| |                                                                                                      |  | 2006 |            | 2005 |  
| |                                                                                                      |  |      |            |      |  
| |                                                                                                      |  |      |            |      |   |            | 
| | Total assets
  including secured demand note of $1,200,000 in each period due from Siebert           |  | $    | 25,058,000 |      | $ | 16,822,000 | 
| | Total
  liabilities including subordinated liabilities of $1,200,000 in each period
  due to Siebert |  |      | 17,587,00  |      |   | 8,745,000  | 
| | Total members
  capital                                                                             |  |      | 7,472,000  |      |   | 8,077,000  | 
| | Total revenues                                                                                       |  |      | 5,393,000  |      |   | 4,468,000  | 
| | Net income                                                                                           |  |      | 878,000    |      |   | 644,000    | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert charged SBS $60,000 during each period for
  general and administrative services, which Siebert believes approximates the
  cost of furnishing such services.                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Sieberts share of undistributed earnings from SBS
  amounted to $3,269,000 and $3,566,000 at March 31, 2006 and 2005,
  respectively. Such amounts 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 entered into an Operating Agreement,
  effective as of April 19, 2005 (the Operating Agreement), with the two
  individual principals of SBS (the Principals) for the formation of SBS
  Financial Products Company, LLC, a Delaware limited liability company
  (SBSFPC). Pursuant to the terms of the Operating Agreement, the Company and
  each of the Principals made an initial capital contribution of $400,000 in
  exchange for a 33.33% initial interest in SBSFPC. SBSFPC engages in

7

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| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | derivatives transactions related to the municipal
  underwriting business. The Operating Agreement provides that profit will be
  shared 66.66% by the Principals and 33.33% by the Company.
| |                                                                                                                                                                                             
| | Summarized financial data of SBSFPC as of and for
  the three months March 31, 2006 is set forth below. Siebert holds a 33.33%
  ownership interest in SBSFPC.                              

| |                        |  |   |           |  
| | ---------------------- |  | - | --------- | -
| | Total assets           |  | $ | 6,500,000 |  
| | Total liabilities      |  |   | 4,820,000 |  
| | Total members capital |  |   | 1,681,000 |  
| | Total revenues         |  |   | 29,000    |  
| | Net loss               |  |   | (77,000   | )

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Siebert terminated the
  fully disclosed clearing agreement (the Clearing Agreement) with Pershing
  LLC (formerly the Pershing division of Donaldson, Lufkin & Jenrette
  Securities Corporation) (Pershing) in 2003. Based on consultation with
  counsel, Siebert believes that the $1,500,000 that it advanced to Pershing in
  January 2003 should have been returned and that Pershing may be liable for
  damages. Pershing has expressed its belief that it is entitled to retain the
  advance and receive a minimum of $3 million for its unreimbursed costs, a
  termination fee of $500,000 and $5 million for lost revenues. Siebert
  believes the Pershing claims are without merit and that the ultimate result
  of this matter will not have a material adverse effect on result of
  operations or financial position. Siebert in 2004 decided not to commence
  proceedings against Pershing and charged off the $1,500,000 advance to
  Pershing. Siebert and Pershing in 2005 entered into a Limited Release
  Agreement under which Siebert received a release from the $3 million disputed
  claims for unreimbursed fees and costs, and Pershing was released from any
  liability to Siebert based upon the disputed fees and costs, and Siebert paid
  a consideration to Pershing that had been previously accrued by Siebert. The
  outcome of this matter cannot now be predicted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company is involved in various routine lawsuits
  of a nature deemed by the Company customary and incidental to its business.
  In the opinion of management, the ultimate disposition of such actions will
  not have a material adverse effect on its financial position or results of
  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations

This
discussion should be read in conjunction with the Companys audited
consolidated financial statements as of and for the year ended December 31,
2005, and the unaudited Consolidated Financial Statements and the Notes thereto
contained elsewhere in this Quarterly Report.

Business
Environment

The
market activity has improved in the first quarter of 2006 due to positive
earnings news and despite signs of a slow down in home building and surging oil
prices. Competition in the brokerage industry remains intense and consolidation
continues.

The
Company, like other securities firms, is 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 the
Companys relative profitability. In periods of reduced market activity,
profitability is likely to be

8

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adversely affected because certain expenses, including
salaries and related costs, portions of communications costs and occupancy
expenses remain relatively fixed. Earnings or loss, for any period should not
be considered representative of any other period.

Recent
Developments

On
May 15, 2000, the board of directors of the Company authorized the repurchase
of up to 1,000,000 shares of the Companys common stock. Shares will be
purchased from time to time, in the discretion of the Company, in the open
market and in private transactions. Through March 31, 2006, 916,434 shares have
been purchased at an average price of $4.51 per share. The Company intends to
continue acquiring shares pursuant to its stock repurchase program based upon
the price of the stock and in accordance with applicable rules and regulations.

Critical
Accounting Policies

The Company generally follows accounting
policies standard in the brokerage industry and believes that its policies
appropriately reflect its financial position and results of operations.
Management has identified the use of Estimates as its critical accounting
policy. These estimates relate primarily to revenue and expense items in the
normal course of business as to which the Company receives no confirmations,
invoices, or other documentation at the time the books are closed for a period.
The Company uses its best judgment, based on its knowledge of these revenue
transactions and expenses incurred, to estimate the amounts of such revenue and
expense. The Company is not aware of any material differences between the
estimates used in closing its books for the last five years and the actual
amounts of revenue received and expenses incurred when the Company subsequently
receives the actual confirmations, invoices or other documentation. Estimates
are also used in determining the useful lives of tangible and intangible
assets, and the fair market value of intangible assets. Management believes
that its estimates are reasonable.

Results
of Operations

The
Company believes that its business is performing relatively well, given the
current business environment for discount and online brokers. The Company had
net income of $552,000 for the three months ended March 31, 2006.

Three Months Ended March 31, 2006 Compared to Three Months
Ended March 31, 2005

Total
revenues for the three months ended March 31, 2006 were $7.8 million, an
increase of $604,000 or 8.4% from the same period in 2005.

Commission
and fee income for the three months ended March 31, 2006 was $6.6 million, an
increase of $429,000 or 7.0% from the same period in 2005 due to an increase in
retail and institutional trading volume offset by a decrease in commissions
generated by the commission recapture operations.

Investment
banking revenues for the three months ended March 31, 2006 were $277,000, a
decrease of $86,000 or 23.7% from the same period in 2005 due to the Company
participating in fewer new issues.

Income
from the Companys equity investment in Siebert Brandford Shank & Co., LLC,
an entity in which the Company holds a 49% equity interest (SBS), for the
three months ended March 31, 2006 was $430,000 compared to income of $316,000,
an increase of $114,000 or 36.1% from the same period in 2005. This increase
was due to an increase in designations and secondary trading at SBS. SBS serves
as an underwriter for municipal bond offerings. Loss from the Companys equity
investment in SBS Financial Products Company, LLC, an entity in which the
Company holds a 33% equity interest (SBSFPC) for the

9

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three months ended March 31, 2006, was $25,000 as a
result of no activity by SBSFPC in the first quarter 2006. SBSFPC operations
began in the second quarter of 2005.

Trading
profits were $170,000 for the three months ended March 31, 2006, a decrease of
$47,000 or 21.7% from the same period in 2005 due to an overall decrease in
trading volume.

Interest
and dividends for the three months ended March 31, 2006 were $376,000, an
increase of $219,000 or 139.5% from the same period in 2005 primarily due to
higher interest rates and higher cash balances.

Total
expenses for the three months ended March 31, 2006 and 2005 were $6.9 million.

Employee
compensation and benefit costs for the three months ended March 31, 2006
slightly decreased by $16,000 for the same period in 2005. This decrease was
due to a decrease in compensation to registered representatives and executives,
and the decrease of the New York Stock Exchange Floor Operation
offset by an increase in employee health benefits, bonus accruals
and the expensing of employee stock options beginning in the first quarter
2006.

Clearing
and floor brokerage costs for the three months ended March 31, 2006 were $1.5
million, an increase of $170,000 or 12.9% from the same period in 2005
primarily due to increased volume of trade executions for retail customers and
an increase in listed floor executions for institutional customers.

Professional
fees were $875,000 for the three months ended March 31, 2006, a decrease of
$39,000, or 4.3% for the same period in 2005 primarily relating to a decrease
in consulting fees relating to the commission recapture business.

Advertising
and promotion expenses for the three months ended March 31, 2006 were $435,000,
an increase of $97,000 or 28.7% from the same period in 2005 primarily due to
the production and airing of television commercials in the Florida region in
the first quarter 2006.

Communications
expense for the three months ended March 31, 2006, was $451,000, a decrease of
$156,000 or 25.7% from the same period in 2005 from actively pursuing
alternative vendors and utilizing new technologies.

Occupancy
costs for the three months ended March 31, 2006 were $268,000, an increase of
$9,000 or 3.5% from the same period in 2005 due to an increase in rents in the
Florida branches.

Other
general and administrative expenses were $703,000, a decrease of $96,000 or
12.0% from the same period in 2005 primarily due to a decrease in depreciation
and amortization expenses and costs relating to the institutional direct access
operations off set by increases in registration fees and travel and entertainment.

For
the three months ended March 31, 2006 and March 31, 2005, the Company recorded
a provision for taxes of $399,000 and $135,000, respectively, due to the
Companys income before tax of $951,000 and $316,000, respectively.

Liquidity
and Capital Resources

The
Companys assets are highly liquid, consisting generally of cash, money market
funds and commercial paper. The Companys total assets at March 31, 2006 were
$43 million. As of that date, $33 million, or 78%, of total assets were
regarded by the Company as highly liquid.

10

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Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At March 31, 2006, Sieberts regulatory net capital was
$26.5 million, $26.3 million in excess of its minimum capital requirement of
$250,000.

The
Company also intends to acquire additional shares of its common stock pursuant
to its share buy back program.

Siebert
has entered into a Secured Demand Note Collateral Agreement with SBS under
which it is obligated to lend to SBS up to $1.2 million pursuant to a secured
promissory note on a subordinated basis. Amounts pledged by Siebert under the
facility are reflected on the Companys balance sheet as cash equivalents 
restricted. SBS pays Siebert interest on this amount at the rate of 8% per
annum. The facility expires on August 31, 2007, 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 temporarily invested in dollar denominated money market
funds and commercial paper. These investments are not subject
to material changes in value due to interest rate movements. The Company also
invests in certain short-term municipal bonds, the values of which may
fluctuate during the period they are held by the Company.

In
the normal course of its business, Siebert enters into transactions in various
financial instruments with off-balance sheet risk. This risk includes both
market and credit risk, which may be in excess of the amounts recognized in the
Companys financial statements. 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.

Item 4.
Controls and Procedures

The
Company carried out an evaluation, under the supervision and with the
participation of management, including the Companys President and Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as of the end of the period
covered by this report pursuant to Rule 13a-15 of Securities Exchange of 1934,
as amended. Based on that evaluation, the President and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Companys periodic Securities and Exchange Commission filings.

There were no changes in the Companys internal
controls over financial reporting that occurred during the Companys most
recent fiscal quarter that have materially affected, or are reasonably likely
to materially affect, the Companys internal controls over financial reporting.

11

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Part
II - OTHER INFORMATION

|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

See
Part 1-Item 1 Notes to Consolidated Financial Statements-Intuit Lawsuit
Update with respect to the Companys lawsuit against Intuit Inc. which was
filed in New York State Supreme Court, County of New York on September 17,
2003, alleging, among other things, Intuits breach of contractual obligations,
breach of fiduciary duties and misrepresentation and/or fraud, all relating to
the Joint Brokerage services conducted under the Strategic Alliance Agreement
between Siebert and Intuit.

The
Company is involved in various routine lawsuits of a nature deemed by the
Company customary and incidental to its business. In the opinion of management,
the ultimate disposition of such actions will not have a material adverse
effect on its financial position or results of operations.

|         |             
|-------- | ------------
|Item 1A. | Risk Factors

There
have been no material changes from the risk factors as previously disclosed in
the Companys annual report on Form 10-K for the year ended December 31, 2005.

|        |                                                              
|------- | -------------------------------------------------------------
|Item 2. | Unregistered Sales of Equity Securities and Use of
  Proceeds

On
May 15, 2000, the Board of Directors of the Company authorized a buy back of up
to one million shares of the Companys common stock. Under this program, shares
are purchased from time to time, at the Companys discretion, in the open
market and in private transactions. A summary of the Companys repurchase
activity for the three months ended March 31, 2006 is as follow:

|              |  |                                                      |   |                                |  |                                                                              |  |                                                                               |  |  |        | 
|------------- |  | ---------------------------------------------------- | - | ------------------------------ |  | ---------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  |  | ------ | 
|Period        |  | Total Number
  Of Shares
  Purchased
  During Period |   | Average Price
  Paid Per Share |  | Total Number of 
  Shares Purchased
  as Part of Publicly 
  Announced Plans |  | Maximum 
  Number of Shares 
  That May Yet Be 
  Purchased Under 
  The Plan | 
|              |  |                                                      |   |                                |  |                                                                              |  |                                                                               | 
|January 2006  |  |                                                      | 0 |                                |  |                                                                              |  | 916,434                                                                       |  |  | 83,566 | 
|              |  |                                                      |   |                                |  |                                                                              |  |                                                                               |  |  |        | 
|February 2006 |  |                                                      | 0 |                                |  |                                                                              |  | 916,434                                                                       |  |  | 83,566 | 
|              |  |                                                      |   |                                |  |                                                                              |  |                                                                               |  |  |        | 
|March 2006    |  |                                                      | 0 |                                |  |                                                                              |  | 916,434                                                                       |  |  | 83,566 | 
|              |  |                                                      |   |                                |  |                                                                              |  |                                                                               |  |  |        | 
|              |  |                                                      |   |                                |  |                                                                              |  |                                                                               |  |  |        | 
|Total         |  |                                                      | 0 |                                |  |                                                                              |  | 916,434                                                                       |  |  | 83,566 | 

|        |                                                    
|------- | ---------------------------------------------------
|Item 3. | Defaults Upon Senior Securities                    
|        |                                                    
|        | None                                               
|        |                                                    
|Item 4. | Submission of Matters to a Vote of Security Holders
|        |                                                    
|        | None                                               
|        |                                                    
|Item 5. | Other Information                                  

12

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|        |         
|------- | --------
|        | None    
|        |         
|Item 6. | Exhibits

| |      |                                                                                                                                                                 
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1 | Certification of Muriel F. Siebert pursuant to Exchange
  Act Rules 13a-14 and 15d-14, 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 and 15d-14, 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 15, 2006    
| |                         |                                                     
| | By:                     | /s/
  Joseph M. Ramos, Jr.                           | 
| |                         |                                                      | 
| |                         | Joseph M. Ramos, Jr.                                
| |                         | Executive Vice President and Chief Financial Officer
| |                         | (principal financial and accounting officer)        
| |                         |                                                     
| | Dated: May 15, 2006    

14

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