---

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

|           |                                                                                                                 
|---------- | ----------------------------------------------------------------------------------------------------------------
|(Mark One)
|          
|x          | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934                        
|           |                                                                                                                 
|           | For the quarterly period
 ended         March
 31, 2011                                                         
|           |                                                                                                                 
|OR        
|           |                                                                                                                 
|o          | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934                       
|           |                                                                                                                 
|           | For the transition period from
 ______________________________            to
  _________________________________

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

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

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

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

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

Yes  x   No  o

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

Yes  o   No  o

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

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

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

Yes  o   No  x

Indicate the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: May 13, 2011, there were 22,118,435
shares of Common Stock, par value $.01 per share outstanding.

---

---



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

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

1

---



Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Siebert Financial Corp. & Subsidiaries 
Consolidated Statements of Financial Condition

|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                                               |  | March 31,
 2011 |            | December 31,
 2010 |  
|                                                                                                                                                                                               |  | (unaudited)     |            |                    |   |           
|                                                                                                                                                                                               |  |                 |           
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|ASSETS                                                                                                                                                                                         |  |                 |            |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                                      |  | $               | 23,052,000 |                    | $ | 22,646,000 |  
|Cash equivalents  restricted                                                                                                                                                                  |  |                 | 1,532,000  |                    |   | 1,532,000  |  
|Receivable from brokers                                                                                                                                                                        |  |                 | 1,836,000  |                    |   | 1,563,000  |  
|Securities owned, at fair value                                                                                                                                                                |  |                 | 1,131,000  |                    |   | 1,116,000  |  
|Furniture, equipment and leasehold improvements, net                                                                                                                                           |  |                 | 1,120,000  |                    |   | 1,246,000  |  
|Investment in and advances to affiliates                                                                                                                                                       |  |                 | 8,206,000  |                    |   | 9,816,000  |  
|Income tax refund receivable                                                                                                                                                                   |  |                 | 437,000    |                    |   | 795,000    |  
|Prepaid expenses and other assets                                                                                                                                                              |  |                 | 955,000    |                    |   | 741,000    |  
|Intangibles, net                                                                                                                                                                               |  |                 | 645,000    |                    |   | 648,000    |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  | $               | 38,914,000 |                    | $ | 40,103,000 |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                           |  |                 |            |                    |   |            |  
|Liabilities:                                                                                                                                                                                   |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                                       |  |                 | 4,297,000  |                    |   | 3,477,000  |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|Contingencies                                                                                                                                                                                  |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|Stockholders equity:                                                                                                                                                                          |  |                 |            |                    |   |            |  
|Common stock, $.01 par value; 49,000,000 shares authorized, 23,211,846
 shares issued, and 22,118,751 and 22,122,678 shares outstanding at March 31,
 2011 and December 31, 2010, respectively |  |                 | 232,000    |                    |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                     |  |                 | 19,486,000 |                    |   | 19,484,000 |  
|Retained earnings                                                                                                                                                                              |  |                 | 19,605,000 |                    |   | 21,609,000 |  
|Less: 1,093,095 and 1,089,168 shares of treasury stock, at cost at
 March 31, 2011 and December 31, 2010, respectively                                                                         |  |                 | (4,706,000 | )                  |   | (4,699,000 | )
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  |                 | 34,617,000 |                    |   | 36,626,000 |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  
|                                                                                                                                                                                               |  | $               | 38,914,000 |                    | $ | 40,103,000 |  
|                                                                                                                                                                                               |  |                 |            |                    |   |            |  

See
notes to condensed consolidated financial statements.

2

---



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

|                                                        |  |                               |            |      |   |            |  
|------------------------------------------------------- |  | ----------------------------- | ---------- | ---- | - | ---------- | -
|                                                        |  | Three Months Ended
 March 31, |           
|                                                        |  |                               |           
|                                                        |  | 2011                          |            | 2010 |  
|                                                        |  |                               |            |      |  
|                                                        |  |                               |            |      |   |            |  
|Revenues:                                               |  |                               |            |      |   |            |  
|Commissions and fees                                    |  | $                             | 3,945,000  |      | $ | 3,708,000  |  
|Investment banking                                      |  |                               | 1,172,000  |      |   | 347,000    |  
|Trading profits                                         |  |                               | 377,000    |      |   | 234,000    |  
|Interest and dividends                                  |  |                               | 9,000      |      |   | 24,000     |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               | 5,503,000  |      |   | 4,313,000  |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|Expenses:                                               |  |                               |            |      |   |            |  
|Employee compensation and benefits                      |  |                               | 2,462,000  |      |   | 2,456,000  |  
|Clearing fees, including floor brokerage                |  |                               | 924,000    |      |   | 1,252,000  |  
|Professional fees                                       |  |                               | 1,413,000  |      |   | 2,130,000  |  
|Advertising and promotion                               |  |                               | 100,000    |      |   | 143,000    |  
|Communications                                          |  |                               | 557,000    |      |   | 649,000    |  
|Occupancy                                               |  |                               | 271,000    |      |   | 311,000    |  
|Other general and administrative                        |  |                               | 685,000    |      |   | 684,000    |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               | 6,412,000  |      |   | 7,625,000  |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|(Loss) income from equity investees                     |  |                               | (1,084,000 | )    |   | 1,323,000  |  
|                                                        |  |                               |            |      |   |            |  
|Loss before income taxes                                |  |                               | (1,993,000 | )    |   | (1,989,000 | )
|                                                        |  |                               |            |      |   |            |  
|Income tax expense (benefit)                            |  |                               | 11,000     |      |   | (795,000   | )
|                                                        |  |                               |            |      |   |            |  
|Net loss                                                |  | $                             | (2,004,000 | )    | $ | (1,194,000 | )
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|Net loss per share of common stock - Basic and Diluted  |  | $                             | (.09       | )    | $ | (.05       | )
|Weighted average shares outstanding - Basic and Diluted |  |                               | 22,121,188 |      |   | 22,188,174 |  

See
notes to condensed consolidated financial statements.

3

---



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

|                                                                                           |  |                               |            |      |   |            |  
|------------------------------------------------------------------------------------------ |  | ----------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                           |  | Three Months Ended
 March 31, |           
|                                                                                           |  |                               |           
|                                                                                           |  | 2011                          |            | 2010 |  
|                                                                                           |  |                               |            |      |  
|                                                                                           |  |                               |            |      |   |            |  
|Cash flows from operating activities:                                                      |  |                               |            |      |   |            |  
|Net loss                                                                                   |  | $                             | (2,004,000 | )    | $ | (1,194,000 | )
|Adjustments to reconcile net loss to net cash provided by (used in)
 operating activities: |  |                               |            |      |   |            |  
|Depreciation and amortization                                                              |  |                               | 132,000    |      |   | 126,000    |  
|Loss (income) from equity investees                                                        |  |                               | 1,084,000  |      |   | (1,323,000 | )
|Distribution from equity investees                                                         |  |                               | 479,000    |      |   | 948,000    |  
|Deferred taxes                                                                             |  |                               |           |      |   | 45,000     |  
|Stock based compensation                                                                   |  |                               | 2,000      |      |   | 2,000      |  
|Changes in:                                                                                |  |                               |            |      |   |            |  
|Securities owned, at fair value                                                            |  |                               | (15,000    | )    |   | (2,000     | )
|Receivable from brokers                                                                    |  |                               | (273,000   | )    |   | 816,000    |  
|Income tax refund receivable                                                               |  |                               | 358,000    |      |   | (850,000   | )
|Prepaid expenses and other assets                                                          |  |                               | (214,000   | )    |   | (55,000    | )
|Accounts payable and accrued liabilities                                                   |  |                               | 820,000    |      |   | 938,000    |  
|                                                                                           |  |                               |            |      |   |            |  
|Net cash provided by (used in) operating activities                                        |  |                               | 369,000    |      |   | (549,000   | )
|                                                                                           |  |                               |            |      |   |            |  
|                                                                                           |  |                               |            |      |   |            |  
|Cash flows from investing activities:                                                      |  |                               |            |      |   |            |  
|Purchase of furniture, equipment and leasehold improvements                                |  |                               | (3,000     | )    |   | (63,000    | )
|Collection (payment) of advances made to equity investees                                  |  |                               | 47,000     |      |   | (27,000    | )
|                                                                                           |  |                               |            |      |   |            |  
|Net cash provided by (used in) investing activities                                        |  |                               | 44,000     |      |   | (90,000    | )
|                                                                                           |  |                               |            |      |   |            |  
|                                                                                           |  |                               |            |      |   |            |  
|Cash flows from financing activities:                                                      |  |                               |            |      |   |            |  
|Purchase of treasury shares                                                                |  |                               | (7,000     | )    |   | (14,000    | )
|                                                                                           |  |                               |            |      |   |            |  
|Net cash used in financing activities                                                      |  |                               | (7,000     | )    |   | (14,000    | )
|                                                                                           |  |                               |            |      |   |            |  
|                                                                                           |  |                               |            |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                                       |  |                               | 406,000    |      |   | (653,000   | )
|Cash and cash equivalents - beginning of period                                            |  |                               | 22,646,000 |      |   | 24,184,000 |  
|                                                                                           |  |                               |            |      |   |            |  
|                                                                                           |  |                               |            |      |   |            |  
|Cash and cash equivalents - end of period                                                  |  | $                             | 23,052,000 |      | $ | 23,531,000 |  
|                                                                                           |  |                               |            |      |   |            |  
|                                                                                           |  |                               |            |      |   |            |  
|Supplemental cash flow disclosures:                                                        |  |                               |            |      |   |            |  
|Cash paid for:                                                                             |  |                               |            |      |   |            |  
|Income taxes                                                                               |  | $                             | 11,000     |      | $ | 7,000      |  

See
notes to condensed consolidated financial statements

4

---



Siebert Financial Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2011 and 2010
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The consolidated financial statements include the accounts of Siebert
 Financial Corp. (the Company) and its wholly owned subsidiaries Muriel
 Siebert & Co., Inc. (Siebert) and Siebert Womens Financial Network,
 Inc. (WFN). All material intercompany balances and transactions have been
 eliminated. Investment in two entities in which the Company has ownership
 interests of 49% and 33.33%, respectively, are accounted for by the equity
 method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The
 condensed consolidated interim financial statements presented herein are
 unaudited and include all adjustments (consisting of normal recurring
 adjustments) which are, in the opinion of management, necessary for a fair
 presentation of the financial position and results of operations of the
 interim periods pursuant to the rules and regulations of the Securities and Exchange
 Commission (the SEC). Certain information and footnote disclosures normally
 included in annual financial statements prepared in accordance with generally
 accepted accounting principles (GAAP) in the United States of America
 (U.S.) have been condensed or omitted pursuant to SEC rules and
 regulations, although the Company believes that the disclosures made are
 adequate to make the information not misleading. The balance sheet at
 December 31, 2010 has been derived from the audited consolidated statement of
 financial condition at that date, but does not include all information and
 footnotes required by U.S. GAAP for complete financial statements. These
 condensed consolidated financial statements should be read in conjunction
 with the consolidated financial statements included in the Companys Annual
 Report on Form 10-K for the year ended December 31, 2010. Because of the
 nature of the Companys business, the results of operations for the three
 months ended March 31, 2011 are not necessarily indicative of operating
 results for the full year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Securities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Securities owned are carried at fair value with realized and
 unrealized gains and losses reflected in trading profits. Siebert clears all
 its security transactions through unaffiliated clearing firms on a fully
 disclosed basis. Accordingly, Siebert does not hold funds or securities for,
 or owe funds or securities to, its customers. Those functions are performed
 by the clearing firms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Fair Value of Financial Instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Authoritative accounting guidance defines fair value, establishes a
 framework for measuring fair value and establishes a fair value hierarchy.
 Fair value is the price that would be received to sell an asset or paid to
 transfer a liability in an orderly transaction between participants at the
 measurement date. Fair value measurements are not adjusted for transaction
 costs. The fair value hierarchy prioritizes inputs to valuation techniques
 used to measure fair value into three levels:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Level 1  Unadjusted quoted prices in active markets for identical
 assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Level 2  Inputs other than quoted prices that are observable, either
 directly or indirectly, and reasonably available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

5

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| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 3  Unobservable inputs which reflect the assumptions that
 management develops based on available information about the assumptions
 market participants would use in valuing the asset or liability.
| |                                                                                                                                                                                                             
| | The classification of financial instruments valued at fair value at
 March 31, 2011 is as follows:                                                                                                          

|                       |  |         |            |         |   |         |  |   |            | 
|---------------------- |  | ------- | ---------- | ------- | - | ------- |  | - | ---------- | 
|Financial
 Instruments |  | Level 1 |            | Level 2 |   | Total   | 
|                       |  |         |            |         |   |         | 
|Cash equivalents       |  | $       | 21,266,000 |         |   |        |  | $ | 21,266,000 | 
|Securities             |  |         | 264,000    |         | $ | 867,000 |  |   | 1,131,000  | 
|                       |  | $       | 21,530,000 |         | $ | 867,000 |  | $ | 22,397,000 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Securities include common stock of $264,000 at March 31, 2011, valued
 on the last business day of the period at the last available reported sales
 price on the primary securities exchange (Level 1) and municipal bonds of
 $867,000 at March 31, 2011, valued based on prices obtained from pricing
 sources, which derive values from observable inputs (Level 2).                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Per Share Data:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Basic earnings (loss) per
 share is calculated by dividing net income (loss) by the weighted average
 outstanding common shares during the period. Diluted earnings per share is
 calculated by dividing net income by the number of shares outstanding under
 the basic calculation and adding all dilutive securities, which consist of
 options. The Company incurred a net loss for the three months ended March 31,
 2011 and 2010. Accordingly, basic and diluted net loss per common share are
 the same for each period as the effect of stock options is anti-dilutive.
 Shares of underlying stock options not included in the diluted computation
 amounted to 1,228,200 in 2011 and 1,704,700 in 2010.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Siebert is subject to the SEC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, pursuant to the Rule. As of March 31, 2011, Siebert had net
 capital of approximately $19,724,000 as compared with net capital
 requirements of $250,000.                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Revenue:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Commissions
 and fees earned on customer trades together with related clearing expenses
 are recorded on a trade-date basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Trading
 profits are also recorded on a trade-date basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Investment
 banking revenue includes gains and fees, net of syndicate expenses, arising
 from underwriting syndicates in which the Company participates. Investment
 banking management fees are recorded on the offering date, sales concessions
 on the settlement date and underwriting fees at the time the underwriting is
 completed and the income is reasonably determinable.                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Interest
 is recorded on an accrual basis and dividends are recorded on the ex-dividend
 date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

6

---



|   |                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Capital Transactions:                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | On January 22, 2008, the Board of Directors of the Company authorized
 a buy back of up to 300,000 shares of common stock. Shares will be purchased
 from time to time, at managements discretion, in the open market and in
 private transactions. The Company purchased 3,927 shares at an average price
 of $1.89 in the first quarter of 2011.
|   |                                                                                                                                                                                                                                                                                                                                                    
|8. | Investment in and advances to affiliates:                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | Siebert, Brandford, Shank & Co., L.L.C. (SBS)                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | Siebert holds a 49% ownership interest in SBS which is engaged in
 municipal bond underwritings. Income or loss from SBS is considered to be
 integral to Sieberts operations and material to the results of operations.                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | Summarized financial data of SBS is set forth below.                                                                                                                                                                                                                                                                                               

|                                                                                                   |  |           |            |           |   |            | 
|-------------------------------------------------------------------------------------------------- |  | --------- | ---------- | --------- | - | ---------- | 
|                                                                                                   |  | March 31, |            | March 31, |  
|                                                                                                   |  |           |            |           |  
|                                                                                                   |  | 2011      |            | 2010      |  
|                                                                                                   |  |           |            |           |  
|                                                                                                   |  |           |            |           |  
|Total assets, including secured demand note
 of $1,200,000 in each period due from Siebert         |  | $         | 34,767,000 |           |   |            | 
|Total liabilities, including subordinated
 liabilities of $1,200,000 in each period due to Siebert |  |           | 18,705,000 |           |   |            | 
|Total members capital                                                                             |  |           | 16,063,000 |           |   |            | 
|Regulatory minimum net capital requirement                                                         |  |           | 250,000    |           |   |            | 
|Total revenues                                                                                     |  |           | 3,945,000  |           | $ | 13,166,000 | 
|Net (loss) income                                                                                  |  |           | (2,170,000 | )         |   | 2,684,000  | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert charged SBS $19,000 for the three months ended March 31, 2011
 and 2010, respectively, for general and administrative services, which
 Siebert believes approximates the cost of furnishing such services.                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Sieberts share of net (loss) income for the three months ended March
 31, 2011 and 2010 amounted to $(1.1) million and $1.3 million, respectively.                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Siebert received distributions from SBS of $479,000 during the three
 months ended March 31, 2011, and Sieberts share of undistributed earnings
 from SBS amounted to $7,479,000 at March 31, 2011. 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | SBS Financial Products Company, LLC
 (SBSFPC)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The Company has a 33.33% ownership interest in, and the two
 individual principals of SBS have an aggregate 66.66% ownership interest in,
 SBSFPC which engages in derivatives transactions related to the municipal
 underwriting business. Income/(loss) from SBSFPC is considered to be integral
 to the Companys operations and material to the results of operations.                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Summarized financial data of SBSFPC is set forth below.                                                                                                                                                                                                                                                                                                                                                                                                                                             

7

---



|                        |  |               |             |                 |   |        | 
|----------------------- |  | ------------- | ----------- | --------------- | - | ------ | 
|                        |  | March 31,2011 |             | March 31,
 2010 |  
|                        |  |               |             |                 |  
|Total assets            |  | $             | 162,333,000 |                 |   |        | 
|Total
 liabilities      |  |               | 161,483,000 |                 |   |        | 
|Total
 members capital |  |               | 850,000     |                 |   |        | 
|Total revenues          |  |               | (12,000     | )*              | $ | 77,000 | 
|Net (loss)
 income      |  |               | (63,000     | )               |   | 25,000 | 

|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | *Attributable to unrealized loss on derivative contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | The Companys share of net (loss) income for the three months ended
 March 31, 2011 and 2010 amounted to $(21,000) and $8,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | At March 31, 2011, SBSFPC had an accumulated loss of $350,000 of
 which the Companys share was $117,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.                                                                                             | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | Retail customer transactions are cleared through clearing brokers on
 a fully disclosed basis. If customers do not fulfill their contractual
 obligations, the clearing broker may charge Siebert for any loss incurred in
 connection with the purchase or sale of securities at prevailing market
 prices to satisfy the customer obligations. Siebert regularly monitors the
 activity in its customer accounts for compliance with its margin
 requirements. Siebert is exposed to the risk of loss on unsettled customer
 transactions if customers are unable to fulfill their contractual
 obligations. There were no material losses for unsettled customer
 transactions for the three months ended March 31, 2011 and 2010.
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | Siebert is party to certain claims, suits and complaints arising in
 the ordinary course of business. In the opinion of management all such
 claims, suits and complaints are without merit, or involve amounts which
 would not have a significant effect on the financial position or results of
 operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.                                                                                            | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | Due to cumulative losses incurred by the Company and its subsidiaries
 during the current three month period and prior three years, the Company has
 concluded that it is not more likely than not that it will realize its net
 deferred tax asset and, accordingly, has recorded a valuation allowance to
 fully offset its net deferred tax asset at March 31, 2011, which amounted to
 $2,871,000.                                                                                                                                                                                                                                                                                                                               
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Item 2. Managements Discussion and Analysis
 of Financial Condition and Results of Operations
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | This discussion should be read in
 conjunction with our audited consolidated financial statements as of and for
 the year ended December 31, 2010, and our unaudited consolidated financial
 statements and the notes thereto contained elsewhere in this Quarterly
 Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Business Environment                                                                          
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                               | The financial crisis affecting the
 global economy has created historic volatility in the marketplace. Our
 working capital is invested primarily in money market funds, so that
 liquidity has not been materially affected. The crisis did have the effect of
 reducing participation in the securities market by our retail and
 institutional customers, which had an adverse effect on our 2010 revenues and
 a lesser effect in 2011. Our affiliate, Siebert, Brandford, Shank & Co.,
 L.L.C. had a loss for the current period of approximately $2.2 million due to
 industry volumes dramatically declining in the                                                                                                           

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | current period this year as compared to the same period last year due
 to municipalities struggling with the fiscal crisis, concerns about defaults
 at the state and local level and the expiration of the Build America Bonds
 program. This resulted in a loss to the Company of $1.1 million for the
 current three month period. Our expenses include the costs of an arbitration
 proceeding commenced by a former employee following the termination of his
 employment, which remains unresolved. The Company believes that the action is
 without merit, but the costs of defense, which are included as professional
 expenses, have adversely affected the Companys results of operation and may
 continue to affect the results of operations until the action is completed.
 Competition in the brokerage industry remains intense.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The following table sets forth certain metrics as of March 31, 2011
 and 2010 and for the three months ended March 31, 2011 and 2010,
 respectively, which we use in evaluating our business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                     |  |                                        |         |      |   |         | 
|------------------------------------ |  | -------------------------------------- | ------- | ---- | - | ------- | 
|                                     |  | For the Three Months 
 ended March 31, |        
|Retail Customer Activity:            |  | 2011                                   |         | 2010 |  
|                                     |  |                                        |         |      |  
|                                     |  |                                        |         |      |  
|Total retail trades:                 |  |                                        | 114,029 |      |   | 101,829 | 
|Average commission per retail trade: |  | $                                      | 21.72   |      | $ | 21.44   | 

|                                                        |  |                 |        |      |   |        | 
|------------------------------------------------------- |  | --------------- | ------ | ---- | - | ------ | 
|                                                        |  | As of March 31, |       
|                                                        |  | 2011            |        | 2010 |  
|Retail customer balances:                               |  |                 |        |      |   |        | 
|Retail customer net worth (in billions):                |  | $               | 7.0    |      | $ | 6.4    | 
|Retail customer money market fund value (in
 billions): |  | $               | 1.0    |      | $ | 1.0    | 
|Retail customer margin debit balances (in
 millions):   |  | $               | 237.6  |      | $ | 176.7  | 
|Retail customer accounts with positions:                |  |                 | 48,639 |      |   | 52,654 | 

Description:

| |   |                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | Total retail trades represent retail trades that generate commission.                                                                       
| |   |                                                                                                                                             
| |  | Average commission per retail trade represents the average commission
 generated for all types of retail customer trades.                   
| |   |                                                                                                                                             
| |  | Retail customer net worth represents the total value of securities
 and cash in the retail customer accounts before deducting margin debits.
| |   |                                                                                                                                             
| |  | Retail customer money market fund value represents all retail
 customers accounts invested in money market funds.                           
| |   |                                                                                                                                             
| |  | Retail customer margin debit balances represents credit extended to
 our customers to finance their purchases against current positions.    

9

---



| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | Retail customer accounts with positions represents retail customers
 with cash and/or securities in their accounts.

|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             | Like other securities firms, we are
 directly affected by general economic and market conditions including
 fluctuations in volume and prices of securities, changes and prospects for
 changes in interest rates and demand for brokerage and investment banking
 services, all of which can affect our relative profitability. In periods of
 reduced financial market activity, profitability is likely to be adversely
 affected because certain expenses remain relatively fixed, including salaries
 and related costs, portions of communications costs and occupancy expenses.
 Accordingly, earnings or loss for any period should not be considered
 representative of any other period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Recent Developments         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             | On January 22, 2008, our Board of Directors
 authorized a buy back of up to 300,000 shares of common stock. Shares will be
 purchased from time to time, in our discretion, in the open market and in
 private transactions. The Company purchased 3,927 shares at an average price
 of $1.89 in the first quarter of 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Critical Accounting Policies
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             | We generally follow accounting policies
 standard in the brokerage industry and believe that our policies
 appropriately reflect our financial position and results of operations. Our
 management makes significant estimates that affect the reported amounts of
 assets, liabilities, revenues and expenses and the related disclosure of
 contingent assets and liabilities included in the financial statements. The
 estimates relate primarily to revenue and expense items in the normal course
 of business as to which we receive no confirmations, invoices, or other
 documentation at the time the books are closed for a period. We use our best
 judgment, based on our knowledge of these revenue transactions and expenses incurred,
 to estimate the amounts of such revenue and expense. We are not aware of any
 material differences between the estimates used in closing our books for the
 last five years and the actual amounts of revenue and expenses incurred when
 we subsequently receive the actual confirmations, invoices or other
 documentation. Estimates are also used in determining the useful lives of
 intangible assets, and the fair market value of intangible assets. Our
 management believes that its estimates are reasonable.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Results of Operations       
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             | We had a net loss of $2.0 million and
 $1.2 million for the three months ended March 31, 2011 and 2010,
 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             | Total revenues for the three months
 ended March 31, 2011 were $5.5 million, an increase of $1.2 million or 27.6%
 from the same period in 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             | Commission and fee income for the three
 months ended March 31, 2011 was $3.9 million, an increase of $237,000 or 6.4%
 from the same period in 2010 primarily due to an increase in retail customers
 trading volumes as well as an increase in the average commission charged per
 trade as well as an increase in fees from margin debits due to higher margin
 debit balances. Additionally, there was an increase in our institutional
 trading commissions offset by a decrease in commissions generated by our
 commission recapture operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

10

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Investment banking revenues for the
 three months ended March 31, 2011 were $1.2 million, an increase of $825,000
 or 237.8% from the same period in 2010 primarily due to our participation in
 more new issues in the equity and debt markets as a result of increased
 activity in the market place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Trading
 profits were $377,000 for the three months ended March 31, 2011, an increase
 of $143,000 or 61.1% from the same period in 2010 primarily due to an overall
 increase in customer trading volume in the debt markets and the addition of a
 debt sales-trader in the first quarter of 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Interest
 and dividends for the three months ended March 31, 2011 were $9,000, a
 decrease of $15,000 or 62.5% from the same period in 2010 primarily due to
 lower cash balances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Total expenses for the three months
 ended March 31, 2011 were $6.4 million, a decrease of $1.2 million or 15.9%
 from the same period in 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Employee compensation and benefit costs
 for the three months ended March 31, 2011 and 2010 was $2.5 million. There
 was a decrease in compensation due to a reduction in headcount for registered
 representatives offset by an increase in commissions paid based on production
 in the capital markets and retail operations as well as an increase in health
 benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Clearing and floor brokerage costs for
 the three months ended March 31, 2011 were $924,000, a decrease of $328,000
 or 26.2% from the same period in 2010 primarily due to the execution of a
 Fully Disclosed Clearing Agreement with our primary clearing firm in the
 second quarter of 2010 which reduced our fees for clearing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Professional fees were $1.4 million for
 the three months ended March 31, 2011, a decrease of $717,000, or 33.7% from
 the same period in 2010 primarily due to a decrease in legal fees relating to
 a dispute with a former employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Advertising and promotion expenses for
 the three months ended March 31, 2011 were $100,000, a decrease of $43,000 or
 30.1% from the same period in 2010 due to a decrease in production and airing
 of television commercials.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Communications expense for the three
 months ended March 31, 2011 was $557,000, a decrease of $92,000 or 14.2% from
 the same period in 2010 primarily due to a decrease in hosting and
 communication costs associated with our website.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Occupancy costs for the three months
 ended March 31, 2011 were $271,000, a decrease of $40,000 or 12.9% from the
 same period in 2010 due to a decrease in rents in the New York office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Other general and administrative
 expenses were $685,000, an increase of $1,000 or 0.2% from the same period in
 2010 due to an increase in system updates, placement fees, depreciation and
 printing costs offset by decreases in registration fees, travel and
 entertainment, supplies, transportation and postage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Loss from Sieberts equity investment
 in Siebert Brandford Shank & Co., L.L.C., an entity in which Siebert holds
 a 49% equity interest (SBS), for the three months ended March 31, 2011 was
 $1.1 million, compared to income of $1.3 million from the same period in 2010
 due to SBS participating in fewer managed and co-managed transactions. Loss
 from our equity investment in SBS Financial Products Company, LLC, an entity
 in which we hold a 33% equity interest (SBSFPC) for the three months ended
 March 31, 2011 was $21,000 as compared to income of $8,000 from the same
 period in 2010. This loss in 2011 was due to the mark to market loss in
 positions. Income and loss from equity investees is considered to be integral
 to our operations and material to the results of operations.

11

---



|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                | The tax provision for the three months
 ended March 31, 2011 was $11,000 and a tax benefit for the three months ended
 March 31, 2010 was $795,000. No tax benefit related to the pre-tax loss was
 recorded for the three months ended March 31, 2011 due to the recording of a
 full valuation allowance to offset deferred tax assets based on recent losses
 and the likelihood of realization of such assets. The tax benefit for the
 three months ended March 31, 2010 was due to our loss before taxes of $2.0
 million.                                                                                                                                                                                                                                                                                              
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Our assets are highly liquid,
 consisting generally of cash, money market funds and commercial paper. Our
 total assets at March 31, 2011 were $39 million. As of that date, $25
 million, or 64%, of our total assets were regarded by us as highly liquid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Siebert is subject to the net capital
 requirements of the SEC, the NYSE and other regulatory authorities. At March
 31, 2011, Sieberts regulatory net capital was $19.7 million, $19.5 million
 in excess of its minimum capital requirement of $250,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | On January 22, 2008, the Board of Directors
 of the Company authorized a buy back of up to 300,000 shares of common stock.
 Shares will be
 purchased from time to time, in our discretion, in the open market and in
 private transactions. The Company purchased 3,927 shares at an average price
 of $1.89 in the first quarter of 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Siebert has entered into a Secured
 Demand Note Collateral Agreement with SBS under which Siebert is obligated to
 lend to SBS up to $1.2 million on a subordinated basis collateralized by cash
 equivalents of approximately $1.5 million as of March 31, 2011. Amounts
 pledged by Siebert under the facility are reflected on our balance sheet as
 cash equivalents  restricted. SBS pays Siebert interest on this amount at
 the rate of 4% per annum. The facility expires on August 31, 2012 at which
 time SBS is obligated to repay to Siebert any amounts borrowed by SBS
 thereunder.                                                                                                                                                                                                                          
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Item 3.
 Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Working capital is generally invested
 temporarily in dollar denominated money market funds and United States
 Treasury Bills. These investments are not subject to material changes in
 value due to interest rate movements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Retail customer transactions are
 cleared through clearing brokers on a fully disclosed basis. If customers do
 not fulfill their contractual obligations, the clearing broker may charge
 Siebert for any loss incurred in connection with the purchase or sale of
 securities at prevailing market prices to satisfy the customers obligations.
 Siebert regularly monitors the activity in its customer accounts for
 compliance with its margin requirements. Siebert is exposed to the risk of
 loss on unsettled customer transactions if customers and other counterparties
 are unable to fulfill their contractual obligations. There were no material
 losses for unsettled customer transactions as of March 31, 2011.                                                                                            
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Item 4. Controls and Procedures
|                               
|                                | We carried out an evaluation, under the
 supervision and with the participation of management, including our Chief Executive
 Officer and Chief Financial Officer, of the effectiveness of the design and
 operation of our disclosure controls and procedures as of the end of the
 period covered by this report pursuant to Rule 13a-15(e) or Rule 15d-15(e) of
 the Securities Exchange Act of 1934, as amended. Based on that evaluation,
 our management, including the Chief Executive Officer and Chief Financial
 Officer, concluded that our disclosure controls and procedures are effective
 to ensure that the information we are required to disclose in reports that we
 file or submit under the Securities Exchange Act of 1934, as amended, is
 recorded, processed, summarized and reported within the time

12

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| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | periods specified in the rules and forms of the Securities and
 Exchange Commission and to ensure that information required to be disclosed
 is accumulated and communicated to our management, including our Chief
 Executive Officer and Chief Financial Officer to allow timely decisions
 regarding timely disclosure.
| |                                                                                                                                                                                                                                                                                                                           
| | There were no changes in our internal control over financial
 reporting that occurred during our most recent fiscal quarter that have
 materially affected, or are reasonably likely to materially affect, our
 internal control over financial reporting.                                                                

13

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Part II - OTHER INFORMATION

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

We are
involved in various routine lawsuits of a nature we deemed to be customary and
incidental to our business. In the opinion of management, the ultimate
disposition of such actions will not have a material adverse effect on our
financial position or results of operations.

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

In addition
to the other information set forth in this report, you should carefully
consider the risk factors discussed in Part I, Item 1A. Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2010, which could
materially affect our business, financial position and results of operations.
There are no material changes from the risk factors set forth in Part I, Item
1A, Risk Factors, of our Annual Report on Form 10-K for the year ended
December 31, 2010.

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

On January 23, 2008, our Board of Directors authorized the repurchase
of up to 300,000 shares of our common stock. Shares will be purchased from time
to time, in our discretion, in the open market and in private transactions.

We purchased 3,927 shares at an average price of $1.89 in the first
quarter of 2011.

A summary of our repurchase activity for the three months ended March
31, 2011 is as follows:

Issuer Purchases Of Equity Securities

|               |  |                                     |       |                                |   |                                                                                           |  |                                                                                     |        |  |  |         | 
|-------------- |  | ----------------------------------- | ----- | ------------------------------ | - | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- | ------ |  |  | ------- | 
|Period         |  | Total
 Number Of 
 Shares Purchased |       | Average
 Price Paid
 Per Share |   | Total
 Number of 
 Shares Purchased 
 as Part of Publicly 
 Announced Plans 
 or Programs |  | Maximum
 Number
 of Shares that May
 Yet Be Purchased
 Under The Plans or
 Programs |       
|               |  |                                     |       |                                |   |                                                                                           |  |                                                                                     |       
|January 2011   |  |                                     | 682   |                                | $ | 1.84                                                                                      |  |                                                                                     | 92,267 |  |  | 207,733 | 
|February
 2011 |  |                                     | 1,056 |                                | $ | 1.89                                                                                      |  |                                                                                     | 93,323 |  |  | 206,677 | 
|March 2011     |  |                                     | 2,189 |                                | $ | 1.91                                                                                      |  |                                                                                     | 95,512 |  |  | 204,488 | 
|Total          |  |                                     | 3,927 |                                | $ | 1.89                                                                                      |  |                                                                                     | 95,512 |  |  | 204,488 | 

14

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Item 6.  Exhibits

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

15

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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
 16, 2011    
| |                          |                                                      
| | By:                      | /s/ Joseph M. Ramos, Jr.                              | 
| |                          |                                                       | 
| |                          | Joseph M.
 Ramos, Jr.                                
| |                          | Executive
 Vice President and Chief Financial Officer
| |                          | (principal
 financial and accounting officer)        
| |                          |                                                      
| | Dated: May
 16, 2011    

16

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