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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

|           |                                                                                                     
|---------- | ----------------------------------------------------------------------------------------------------
|(Mark One)
|           |                                                                                                     
|x          | Quarterly report under
  Section 13 or 15(d) of the Securities Exchange Act of 1934                 
|           |                                                                                                     
|           | For the quarterly period
  ended September
  30, 2005                                               
|           |                                                                                                     
|o          | Transition report under
  Section 13 or 15(d) of the Exchange Act                                   
|           |                                                                                                     
|           | For the transition period from _______________________________ to
  ________________________________
|           |                                                                                                     
|           | Commission file
  number 0-5703                                                                     

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

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

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

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

YesxNo
o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).

Yes   o   No   x

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

Yes   o   No   x

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of October 18, 2005, there were
22,130,121 shares of Common Stock, par value $.01 per share, outstanding.

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

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

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Part
I - FINANCIAL INFORMATION

Item 1.    Financial Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | ------------------- | - | ---------- | -
|                                                                                                                                                                                                                       |  | September 30,
  2005
  (Unaudited) |            | December 31,
  2004 |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|ASSETS                                                                                                                                                                                                                 |  |                                    |            |                     |   |            |  
|Cash and cash equivalents                                                                                                                                                                                              |  | $                                  | 30,912,000 |                     | $ | 28,748,000 |  
|Cash equivalents  restricted                                                                                                                                                                                          |  |                                    | 1,300,000  |                     |   | 1,300,000  |  
|Receivable from clearing brokers                                                                                                                                                                                       |  |                                    | 2,820,000  |                     |   | 2,371,000  |  
|Furniture, equipment and leasehold improvements, net                                                                                                                                                                   |  |                                    | 919,000    |                     |   | 1,305,000  |  
|Investment in and advances to equity investees                                                                                                                                                                         |  |                                    | 4,143,000  |                     |   | 3,779,000  |  
|Prepaid expenses and other assets                                                                                                                                                                                      |  |                                    | 869,000    |                     |   | 1,539,000  |  
|Intangibles, net                                                                                                                                                                                                       |  |                                    | 1,572,000  |                     |   | 2,017,000  |  
|Deferred tax asset                                                                                                                                                                                                     |  |                                    | 630,000    |                     |   | 501,000    |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  | $                                  | 43,165,000 |                     | $ | 41,560,000 |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                   |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                                                               |  |                                    | 6,751,000  |                     |   | 6,460,000  |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|Commitments and contingent liabilities                                                                                                                                                                                 |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|Stockholders equity:                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|Common stock, $.01 par value; 49,000,000 shares authorized,
22,993,917
  shares issued and 22,082,350 outstanding at September 30, 2005 and 22,983,917
  shares issued and 22,082,301 outstanding at December 31, 2004 |  |                                    | 229,000    |                     |   | 229,000    |  
|Additional paid-in capital                                                                                                                                                                                             |  |                                    | 17,958,000 |                     |   | 17,931,000 |  
|Retained earnings                                                                                                                                                                                                      |  |                                    | 22,350,000 |                     |   | 21,033,000 |  
|Less: 911,567 and 901,616 shares of treasury stock, at cost at
  September 30, 2005 and December 31, 2004, respectively                                                                                                |  |                                    | (4,123,000 | )                   |   | (4,093,000 | )
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  |                                    | 36,414,000 |                     |   | 35,100,000 |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                                       |  | $                                  | 43,165,000 |                     | $ | 41,560,000 |  
|                                                                                                                                                                                                                       |  |                                    |            |                     |   |            |  

See notes to consolidated
financial statements.

---



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

|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|---------------------------------------------------------- |  | ---------------------------------- | ---------- | --------------------------------- | - | ---------- |  | ---- | ---------- |  | - | ---------- | 
|                                                           |  | Three Months Ended
  September 30, |            | Nine Months Ended
  September 30, |  
|                                                           |  |                                    |            |                                   |  
|                                                           |  | 2005                               |            | 2004                              |   | 2005       |  | 2004 |           
|                                                           |  |                                    |            |                                   |   |            |  |      |           
|                                                          
|Revenues:                                                  |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Commissions and
  fees                                     |  | $                                  | 6,471,000  |                                   | $ | 5,526,000  |  | $    | 18,876,000 |  | $ | 16,971,000 | 
|Investment
  banking                                       |  |                                    | 744,000    |                                   |   | 508,000    |  |      | 1,726,000  |  |   | 951,000    | 
|Trading profits                                            |  |                                    | 169,000    |                                   |   | 161,000    |  |      | 607,000    |  |   | 593,000    | 
|Income from
  equity investees                             |  |                                    | 475,000    |                                   |   | 850,000    |  |      | 1,509,000  |  |   | 1,532,000  | 
|Interest and
  dividends                                   |  |                                    | 243,000    |                                   |   | 122,000    |  |      | 606,000    |  |   | 302,000    | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|                                                           |  |                                    | 8,102,000  |                                   |   | 7,167,000  |  |      | 23,324,000 |  |   | 20,349,000 | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Expenses:                                                  |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Employee
  compensation and benefits                       |  |                                    | 2,523,000  |                                   |   | 2,517,000  |  |      | 7,733,000  |  |   | 7,809,000  | 
|Clearing fees,
  including floor brokerage                 |  |                                    | 1,375,000  |                                   |   | 1,265,000  |  |      | 4,042,000  |  |   | 2,704,000  | 
|Advertising and
  promotion                                |  |                                    | 214,000    |                                   |   | 196,000    |  |      | 754,000    |  |   | 894,000    | 
|Communications                                             |  |                                    | 502,000    |                                   |   | 490,000    |  |      | 1,686,000  |  |   | 1,778,000  | 
|Occupancy                                                  |  |                                    | 268,000    |                                   |   | 267,000    |  |      | 790,000    |  |   | 802,000    | 
|Interest                                                   |  |                                    | -          |                                   |   | 25,000     |  |      | -          |  |   | 25,000     | 
|Other general
  and administrative                         |  |                                    | 2,285,000  |                                   |   | 1,680,000  |  |      | 6,049,000  |  |   | 4,442,000  | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|                                                           |  |                                    | 7,167,000  |                                   |   | 6,440,000  |  |      | 21,054,000 |  |   | 18,454,000 | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Income before
  income taxes                               |  |                                    | 935,000    |                                   |   | 727,000    |  |      | 2,270,000  |  |   | 1,895,000  | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Provision for
  income taxes                               |  |                                    | 393,000    |                                   |   | 305,000    |  |      | 953,000    |  |   | 828,000    | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Net income                                                 |  | $                                  | 542,000    |                                   | $ | 422,000    |  | $    | 1,317,000  |  | $ | 1,067,000  | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Net income per
  share of common stock - Basic and Diluted |  | $                                  | .02        |                                   | $ | .02        |  | $    | .06        |  | $ | .05        | 
|                                                           |  |                                    |            |                                   |   |            |  |      |            |  |   |            | 
|Weighted average shares outstanding - Basic                |  |                                    | 22,084,281 |                                   |   | 22,094,294 |  |      | 22,083,153 |  |   | 22,122,956 | 
|Weighted average shares outstanding - Diluted              |  |                                    | 22,177,898 |                                   |   | 22,221,125 |  |      | 22,189,152 |  |   | 22,296,916 | 

See notes to consolidated financial statements.

---



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

|                                                                                    |  |                                   |            |      |   |            |  
|----------------------------------------------------------------------------------- |  | --------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                    |  | Nine Months Ended
  September 30, |           
|                                                                                    |  |                                   |           
|                                                                                    |  | 2005                              |            | 2004 |  
|                                                                                    |  |                                   |            |      |  
|Cash
  flows from operating activities:                                             |  |                                   |            |      |   |            |  
|Net income                                                                          |  | $                                 | 1,317,000  |      | $ | 1,067,000  |  
|Adjustments to
  reconcile net income to net cash Provided by operating activities: |  |                                   |            |      |   |            |  
|Depreciation and
  amortization                                                     |  |                                   | 898,000    |      |   | 1,151,000  |  
|Income from
  equity investees                                                      |  |                                   | (1,509,000 | )    |   | (1,532,000 | )
|Deferred taxes                                                                      |  |                                   | (129,000   | )    |   | (85,000    | )
|Changes in:                                                                         |  |                                   |            |      |   |            |  
|Securities
  owned, at market value                                                 |  |                                   | -          |      |   | 1,226,000  |  
|Receivable from
  clearing brokers                                                  |  |                                   | (449,000   | )    |   | (463,000   | )
|Prepaid expenses
  and other assets                                                 |  |                                   | 670,000    |      |   | 326,000    |  
|Securities sold,
  not yet purchased, at market value                               |  |                                   | -          |      |   | (1,000     | )
|Accounts payable
  and accrued liabilities                                          |  |                                   | 291,000    |      |   | 1,363,000  |  
|                                                                                    |  |                                   |            |      |   |            |  
|Net cash
  provided by operating activities                                         |  |                                   | 1,089,000  |      |   | 3,052,000  |  
|                                                                                    |  |                                   |            |      |   |            |  
|                                                                                    |  |                                   |            |      |   |            |  
|Cash
  flows from investing activities:                                             |  |                                   |            |      |   |            |  
|Purchase of
  furniture, equipment and leasehold improvements                       |  |                                   | (67,000    | )    |   | (231,000   | )
|Purchase of
  customer accounts                                                     |  |                                   | -          |      |   | (400,000   | )
|Payment of
  advances by equity investees                                           |  |                                   | (410,000   | )    |   | (64,000    | )
|Distribution from equity investees                                                  |  |                                   | 1,555,000  |      |   | 1,228,000  |  
|                                                                                    |  |                                   |            |      |   |            |  
|Net cash
  provided by investing activities                                         |  |                                   | 1,078,000  |      |   | 533,000    |  
|                                                                                    |  |                                   |            |      |   |            |  
|                                                                                    |  |                                   |            |      |   |            |  
|Cash
  flows from financing activities:                                             |  |                                   |            |      |   |            |  
|Proceeds from
  exercise of options                                                 |  |                                   | 27,000     |      |   |            |  
|Repurchase of
  common stock                                                        |  |                                   | (30,000    | )    |   | (559,000   | )
|                                                                                    |  |                                   |            |      |   |            |  
|Net cash used in
  financing activities                                             |  |                                   | (3,000     | )    |   | (559,000   | )
|                                                                                    |  |                                   |            |      |   |            |  
|                                                                                    |  |                                   |            |      |   |            |  
|Net increase in
  cash and cash equivalents                                         |  |                                   | 2,164,000  |      |   | 3,026,000  |  
|                                                                                    |  |                                   |            |      |   |            |  
|Cash and cash
  equivalents - beginning of period                                   |  |                                   | 28,748,000 |      |   | 24,732,000 |  
|                                                                                    |  |                                   |            |      |   |            |  
|                                                                                    |  |                                   |            |      |   |            |  
|Cash and cash
  equivalents - end of period                                         |  | $                                 | 30,912,000 |      | $ | 27,758,000 |  
|                                                                                    |  |                                   |            |      |   |            |  
|                                                                                    |  |                                   |            |      |   |            |  
|Supplemental
  cash flow disclosures:                                               |  |                                   |            |      |   |            |  
|Cash paid for:                                                                      |  |                                   |            |      |   |            |  
|Interest                                                                            |  |                                   | -          |      | $ | 25,000     |  
|Income taxes                                                                        |  | $                                 | 410,000    |      | $ | 462,000    |  

See
notes to consolidated financial statements.

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Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2005 and 2004
(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 have been
  eliminated. The statements are unaudited; however, in the opinion of
  management, all adjustments considered necessary to reflect fairly the
  Companys financial position and results of operations, consisting of normal
  recurring adjustments, have been included.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying consolidated financial statements
  do not include all of the information and footnote disclosures normally
  included in financial statements prepared in accordance with generally
  accepted accounting principles. Accordingly, the statements should be read in
  conjunction with the audited financial statements included in the Companys
  Annual Report on Form 10-K for the year ended December 31, 2004. Because of
  the nature of the Companys business, the results of any interim period are
  not necessarily indicative of results for a full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Statement of Financial Accounting Standards (SFAS)
  No. 123, Accounting for Stock-Based Compensation (SFAS 123) as amended by
  SFAS No. 148, (Accounting for Stock-Based Compensation  Transition and
  Disclosure an amendment to SFAS 123), allows the fair value of stock-based
  compensation to be included in expense over the period earned; alternatively,
  if the fair value of stock-based compensation awards are not included in
  expense, SFAS 123 requires disclosure of net income (loss), on a pro forma
  basis, as if expense treatment had been applied. As permitted by SFAS 123,
  the Company continues to account for such compensation under Accounting
  Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to
  Employees, and related interpretations, pursuant to which no compensation
  cost was recognized in connection with the issuance of stock options, as all
  options granted under the 1997 Stock Option Plan had an exercise price equal
  to or greater than the fair value of the underlying common stock on the date
  of grant. Had the Company elected to recognize compensation expense for the
  stock option plan, consistent with the method prescribed by SFAS 123, the
  Companys net income and net income per share for the three months and nine
  months ended September 30, 2005 and 2004 would have decreased the pro forma
  amounts as follows:

---



|                                                                                                      |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | ------------------------------------ | - | ------- | - | ---- | --------- | - | - | --------- | -
|                                                                                                      |  | Three
  Months 
  Ended September 30, |         | Nine
  Months 
  Ended September 30, |  
|                                                                                                      |  | 2005                                  |         | 2004                                 |   | 2005    |   | 2004 |          
|                                                                                                      |  |                                       |         |                                      |   |         |   |      |          
|                                                                                                     
|Net income, as reported                                                                               |  | $                                     | 542,000 |                                      | $ | 422,000 |   | $    | 1,317,000 |   | $ | 1,067,000 |  
|Stock-based
  employee compensation determined under APB 25                                           |  |                                       | -       |                                      |   | -       |   |      | -         |   |   | -         |  
|Stock-based
  employee compensation determined under the fair value based method, net of
  tax effect |  |                                       | (67,000 | )                                    |   | (98,000 | ) |      | (203,000  | ) |   | (265,000  | )
|                                                                                                      |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|Pro forma net
  income                                                                                |  | $                                     | 475,000 |                                      | $ | 324,000 |   | $    | 1,114,000 |   | $ | 802,000   |  
|                                                                                                      |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|                                                                                                     
|Net income per
  share - basic:                                                                       |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|                                                                                                      |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|As reported                                                                                           |  | $                                     | .02     |                                      | $ | .02     |   | $    | .06       |   | $ | .05       |  
|Pro forma                                                                                             |  | $                                     | .02     |                                      | $ | .02     |   | $    | .05       |   | $ | .04       |  
|                                                                                                      |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|Net income per
  share - diluted:                                                                     |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|                                                                                                      |  |                                       |         |                                      |   |         |   |      |           |   |   |           |  
|As reported                                                                                           |  | $                                     | .02     |                                      | $ | .02     |   | $    | .06       |   | $ | .05       |  
|Pro forma                                                                                             |  | $                                     | .02     |                                      | $ | .02     |   | $    | .05       |   | $ | .04       |  

In December
2004, the FASB issued FAS No. 123(R), Share-Based Payment, an amendment of
FASB Statements  123 and 95. FAS No.
123(R) replaced FAS No. 123, Accounting for Stock-Based Compensation, and supersedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. This statement
required companies to recognize the fair value of stock options and other
stock-based compensation to employees beginning with fiscal periods beginning
after June 15, 2005. During the first quarter of 2005, the Securities and Exchange
Commission approved a new rule for public companies which delays the adoption
of this standard for an additional six months. This means that the Company will
be required to implement FAS No. 123(R) no later than the quarter beginning January
1, 2006. The Company currently measures stock-based compensation in accordance
with APB Opinion No. 25, as discussed above. The impact on the companys
financial condition or results of operations will depend on the number and terms
of stock options outstanding on the date of change, as well as future options
that may be granted.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Siebert is subject to the Securities and Exchange
  Commissions Uniform Net Capital Rule (Rule 15c3-1), which requires the
  maintenance of minimum net capital. Siebert has elected to use the
  alternative method, permitted by the rule, which requires that Siebert maintain
  minimum net capital, as defined, equal to the greater of $250,000 or two
  percent of aggregate debit balances arising from customer transactions, as
  defined. (The net capital rule of the New York Stock Exchange also provides
  that equity capital may not be withdrawn or cash dividends paid if resulting
  net capital would be less than five percent of aggregate debits.) As of
  September 30, 2005, Siebert had net capital of approximately $18,669,000 as
  compared with net capital requirements of $250,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 15, 2000, the board of directors of the
  Company authorized a stock buy back program of up to one million common
  shares. Shares will be purchased from time to time in the open market and in
  private transactions. Through September 30, 2005, 911,567 shares have been
  purchased at an average price of $4.52 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | Intuit Lawsuit Update:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Siebert filed a lawsuit against Intuit, Inc.
  (Intuit), in New York State Supreme Court on September 17, 2003 (the
  Intuit Lawsuit), seeking not less than $11.1 million in compensatory
  damages and $33.3 million in punitive damages for claims relating to the
  Joint Brokerage Service (the JBS) conducted during the years ended December
  31, 2003 and 2002 under the Strategic Alliance Agreement between Siebert and
  Intuit. A motion by Intuit to stay the lawsuit and require that the dispute
  be submitted to arbitration has been denied. Intuit also moved to dismiss
  certain causes of action asserted by Siebert in the Intuit Lawsuit. The Court
  denied Intuits motion to dismiss Sieberts cause of action for breach of
  fiduciary duty, its cause of action for breach of contractual obligations to
  pay shared expenses, its cause of action for promissory estoppel, and the
  portion of its cause of action for breach of the implied covenant of good
  faith and fair dealing. The Court granted Intuits motion to dismiss the
  portion of Sieberts cause of action for breach of the express covenant of
  good faith and fair dealing, its cause of action for misrepresentation and/or
  fraud, and its request for punitive damages. After the Courts decision was
  rendered, Intuit filed its answer to Sieberts complaint, including
  counterclaims seeking not less than $6,648,331. Siebert and Intuit have
  appealed from certain portions of the Courts decision on the motion to
  dismiss causes of action and Siebert has also moved for reargument of the
  Courts decision which granted Intuits motion to dismiss Sieberts request
  for punitive damages. Intuits counsel was disqualified by the Courts decision dated November 3, 2005 from
  representing Intuit in this action and any further activity in the action is
  effectively stayed until Intuit selects new counsel.

---



|   |                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Siebert Brandford Shank & Co.,
  LLC:                                                                                                                                  
|   |                                                                                                                                                                        
|   | Summarized financial data of SBS as of and for the
  nine months ended September 30, 2005 and 2004 is set forth below. Siebert
  holds a 49% ownership interest in SBS.

| |                                                                       |  |      |            |      |   |            | 
| | --------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | 
| |                                                                       |  | 2005 |            | 2004 |  
| |                                                                       |  |      |            |      |  
| |                                                                       |  |      |            |      |  
| | Total assets                                                          |  | $    | 21,870,000 |      | $ | 20,905,000 | 
| | Total
  liabilities, including subordinated liabilities of $1,200,000 |  | $    | 14,745,000 |      | $ | 13,822,000 | 
| | Total members
  capital                                              |  | $    | 7,125,000  |      | $ | 7,083,000  | 
| | Total revenues                                                        |  | $    | 15,976,000 |      | $ | 13,089,000 | 
| | Net income                                                            |  | $    | 2,842,000  |      | $ | 3,126,000  | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert charged SBS $180,000 for the nine months
  ended September 30, 2005 for general and administrative services, which
  Siebert believes approximates the cost of furnishing such services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Sieberts share of undistributed earnings from SBS
  amounted to $3,099,000 and $3,079,000 at September 30, 2005 and 2004,
  respectively. Such amounts may not be immediately available for distribution
  to Siebert for various reasons including the amount of SBSs available cash,
  the provisions of the agreement between Siebert and the principals, and SBSs
  continued compliance with its net capital and other regulatory requirements.                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | SBS Financial Product Company, LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company entered into an Operating Agreement,
  effective as of April 19, 2005 (the Operating Agreement), with the two
  individual principals of SBS (the Principals) of SBS Financial Products
  Company, LLC, a Delaware limited liability company (SBSFPC). Pursuant to
  the terms of the Operating Agreement, the Company and each of the Principals
  made an initial capital contribution of $400,000 in exchange for a 33.33%
  initial interest in SBSFPC. SBSFPC engages in derivatives transactions
  related to the municipal underwriting business. The Operating Agreement
  provides that profit will be shared 66.66% by the Principals and 33.33% by
  the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Summarized financial data of SBSFPC as of and for
  the nine months ended September 30, 2005 is set forth below. Siebert holds a
  33.33% ownership interest in SBSFPC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                        |  |      |           | 
| | ---------------------- |  | ---- | --------- | 
| |                        |  | 2005 |          
| |                        |  |      |          
|
| | Total assets           |  | $    | 2,119,000 | 
| | Total liabilities      |  | $    | 588,000   | 
| | Total members capital |  | $    | 1,531,000 | 
| | Total revenues         |  | $    | 844,000   | 
| | Net income             |  | $    | 348,000   | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Commitments and Contingent
  Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Siebert terminated the fully disclosed clearing
  agreement (the Clearing Agreement) with Pershing LLC (formerly the Pershing
  division of Donaldson, Lufkin & Jenrette Securities Corporation)
  (Pershing). Based on consultation with counsel, Siebert believes that the
  $1,500,000 that it advanced to Pershing in January 2003 should be returned
  and that Pershing may be liable for damages. Pershing has expressed its belief
  that it is entitled to retain the advance and receive a minimum of $3 million
  for its unreimbursed costs, a termination fee of $500,000 and $5 million for
  lost revenues. Siebert believes the Pershing claims are without merit and
  that the

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ultimate result of this matter will not have a
  material adverse effect on result of operations or financial positions.
  Siebert has decided not to commence proceedings against Pershing at the
  present time. As a result, Siebert has charged the $1,500,000 advance to
  Pershing against income in the fourth quarter of 2004 since communications
  indicated that Pershing and the Company could not resolve this matter.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The Company is involved in various routine lawsuits
  of a nature deemed by the Company customary and incidental to its business.
  In the opinion of management, the ultimate disposition of such actions will
  not have a material adverse effect on its financial position or results of
  operations.                                                                                                                         

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

This
discussion should be read in conjunction with the Companys audited
consolidated financial statements as of and for the year ended December 31,
2004 and the unaudited consolidated financial statements and the notes thereto
contained elsewhere in this Quarterly Report.

Business
Environment

The
market was weak in the third quarter of 2005 due to
rising interest rates, higher oil prices and nearly six weeks of hurricanes in
the southeast all of which have created a lack of investor interest in
investing in stocks. Competition in the brokerage industry remains intense and
consolidation continues.

The
Company, like other securities firms, is directly affected by general economic
and market conditions including fluctuations in volume and prices of
securities, changes and prospects for changes in interest rates and demand for
brokerage and investment banking services, all of which can affect the
Companys relative profitability. In periods of reduced market activity,
profitability is likely to be adversely affected because certain expenses,
including salaries and related costs, portions of communications costs and
occupancy expenses, remain relatively fixed. Earnings or loss for any period
should not be considered representative of any other period.

Recent
Developments

The
Company entered into an Operating Agreement, effective as of April 19, 2005
(the Operating Agreement), with Suzanne Shank and Napoleon Brandford III, the
two individual principals of SBS (the Principals) of SBS Financial Products Company, LLC, a Delaware
limited liability company (SBSFPC). Pursuant to the terms of the Operating
Agreement, the Company and each of the Principals made an initial capital
contribution of $400,000 in exchange for a 33.33% initial interest in SBSFPC.
SBSFPC engages in derivatives transactions related to the municipal
underwriting business. The Operating Agreement provides that profit will be
shared 66.66% by the Principals and 33.33% by the Company.

On
May 15, 2000, the board of directors of the Company authorized the repurchase
of up to 1,000,000 shares of the Companys common stock. Shares will be
purchased from time to time, in the discretion of the Company, in the open
market and in private transactions. Through September 30, 2005, 911,567 shares
have been purchased at an average price of $4.52 per share. The Company intends
to continue acquiring shares pursuant to its stock repurchase program based
upon the price of the stock and in accordance with applicable rules and
regulations.

Critical
Accounting Policies

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

---



revenue received and expenses incurred when the
Company subsequently receives the actual confirmations, invoices or other
documentation. Estimates are also used in determining the useful lives of
tangible and intangible assets, and the fair market value of intangible assets.
Management believes that its estimates are reasonable.

Results
of Operations

The
Company believes that its core business is performing relatively well, given
the current difficult business environment for discount and online brokers. The
Company had net income for the three and nine months ended September 30, 2005
of $542,000 and $1,317,000, respectively.

Three Months Ended September 30, 2005 Compared to Three
Months Ended September 30, 2004

Total
revenues for the three months ended September 30, 2005 were $8.1 million, an
increase of $935,000 or 13.1% from the same period in 2004.

Commission
and fee income for the three months ended September 30, 2005 was $6.5 million,
an increase of $945,000 or 17.1% from the same period in 2004 due to an
increase in trading activity by the retail division as well as higher margin
debit balances maintained by the retail customer base and an increase in
commissions generated by the institutional trading for the same period in 2004.

Investment
banking revenues for the three months ended September 30, 2005 were $744,000,
an increase of $236,000 or 46.5% from the same period in 2004 due to an
increase in activity in the new issue market.

Income
from the Companys equity investment in SBS, for the three months ended
September 30, 2005 was $500,000 compared to income of $850,000, a decrease of
$350,000 or 41.2% from the same period in 2004. This decrease was due to
decreased activity in the municipal bond market. SBS serves as an underwriter
for municipal bond offerings. Loss from the Companys equity investment in SBS
Financial Products Company, LLC, an entity in which the Company holds a 33%
equity interest (SBSFPC) for the three months ended September 30, 2005, was
$25,000 as a result of no activity by SBSFPC in the third quarter 2005.

Trading
profits were $169,000 for the three months ended September 30, 2005, an
increase of $8,000 or 5.0% over the same period in 2004 due to an overall
increase in trading margins.

Interest
and dividends for the three months ended September 30, 2005 were $243,000, an
increase of $121,000 or 99.2% from the same period in 2004 primarily due to
higher interest rates.

Total
expenses for the three months ended September 30, 2005 were $7.2 million, an
increase of $727,000 or 11.3% from the same period in 2004.

Employee
compensation and benefit costs for the three months ended September 30, 2005
and 2004 were $2.5 million. Salaries increased due to an increase in bonus
accrual that is based on production and an increase in health benefits offset by a reduction of
headcount for registered representatives.

Clearing
and floor brokerage costs for the three months ended September 30, 2005 were
$1.4 million, an increase of $110,000 or 8.7% from the same period in 2005
primarily due to increased volume of trade executions for retail customers.

Advertising
and promotion expenses for the three months ended September 30, 2005 were
$214,000, an increase of $18,000 or 9.2% from the same period in 2004 primarily
due to managements decision to spend more for advertising and promotion.

---



Communications
expense for the three months ended September 30, 2005, was $502,000, an
increase of $12,000 or 2.5% from the same period in 2004 primarily due to an
increase in local telephone calls offset by a reduction in quotes retrieved by
the Companys retail customers.

Occupancy
costs for the three months ended September 30, 2005 were $268,000, an increase
of $1,000 or .4% from the same period in 2004.

Other
general and administrative expenses were $2.3 million, an increase of $605,000
or 36.0% from the same period in 2004. This increase was primarily the result
of legal fees and related costs, consulting costs, registration fees and
placement fees.

For
the three months ended September 30, 2005 and 2004, the Company recorded a
provision for taxes of $393,000 and $305,000, respectively, due to the
Companys income before income tax of $935,000 and $727,000, respectively.

Nine Months Ended September 30, 2005 Compared to Nine Months
Ended September 30, 2004

Total
revenues for the nine months ended September 30, 2005 were $23.3 million, an
increase of $3.0 million or 14.6% from the same period in 2004.

Commission
and fee income for the nine months ended September 30, 2005 was $18.9 million,
an increase of $1.9 million or 11.2% from the same period in 2004 due to an
increase in commissions generated by the commission recapture, institutional
direct access and institutional trading operations as well as retail customer
accounts purchased from Wall Street Discount, Inc. in the second quarter 2004.

Investment
banking revenues for the nine months ended September 30, 2005 were $1.7
million, an increase of $775,000 or 81.5% from the same period in 2004 due to
the Company participating in more new issues as a result of the Capital Markets
team that joined the Company in the third quarter of 2004.

Income
from the Companys equity investment in SBS, an entity in which the Company
holds a 49% equity interest for the nine months ended September 30, 2005 was
$1,393,000 compared to income of $1,532,000, a decrease of $139,000 or 9.1%
from the same period in 2004. This decrease was due to an increase in
commission expense and salaries offset by an increase in institutional
trading and designations. SBS serves as an underwriter for municipal bond
offerings. Income from the Companys equity investment in SBS Financial
Products Company, LLC, an entity in which the Company holds a 33.33% equity
interest (SBSFPC) for the nine months ended September 30, 2005, was $116,000
as a result of the first transactions by SBSFPC in the second quarter 2005.

Trading
profits were $607,000 for the nine months ended September 30, 2005, an increase
of $14,000 or 2.4% over the same period in 2004 due to an overall increase in
trading margins and volume.

Interest
and dividends for the nine months ended September 30, 2005 were $606,000, an
increase of $304,000 or 100.7% from the same period in 2004 primarily due to higher
interest rates.

Total
expenses for the nine months ended September 30, 2005 were $21.1 million, an
increase of $2.6 million or 14.1% from the same period in 2004.

Employee
compensation and benefit costs for the nine months ended September 30, 2005
were $7.7 million, a decrease of $76,000 or 1.0% from the same period in 2004.
This decrease was due to a decrease in contractual bonus accruals, commissions
based on production and headcount in customer service and new accounts departments
offset by hiring of the Companys General Counsel, expansion of the Companys
Capital Markets Group as well as an increase in health benefits.

---



Clearing
and floor brokerage costs for the nine months ended September 30, 2005 were
$4.0 million, an increase of $1.3 million or 49.5% from the same period in 2004
primarily due to increased volume of trade executions as well as an increase in
institutional trades executed at the New York Stock Exchange and a one time
commission rebate of $800,000 from the Companys clearing firm in the first and
second quarter of 2004.

Advertising
and promotion expenses for the nine months ended September 30, 2005 were
$754,000, a decrease of $140,000 or 15.7% from the same period in 2004
primarily due to managements decision to spend less for advertising and
promotion.

Communications
expense for the nine months ended September 30, 2005, was $1.7 million, a
decrease of $92,000 or 5.2% from the same period in 2004 due primarily to
managements effort to control and maintain these costs.

Occupancy
costs for the nine months ended September 30, 2005 were $790,000, a decrease of
$12,000 or 1.5% from the same period in 2004. This decrease was primarily due
to the Companys Boca Raton office with YDBs Boca Raton office in the second
quarter of 2004.

Other
general and administrative expenses were $6.1 million, an increase of $1.6
million or 36.2% from the same period in 2004. The increase was due to legal
fees and related costs, costs relating to the Company entering into the
commission recapture business in the third quarter of 2004, costs relating to
the acquisition of the customer accounts of Wall Street Discount Corp., the
costs of leasing a seat on the New York Stock Exchange as the Company expanded
the New York Stock Exchange Floor Operations, an increase in consulting fees
relating to Sarbanes-Oxley, registration fees and placement fees for recruiting
employees.

For
the nine months ended September 30, 2005 and 2004, the Company recorded a
provision for taxes of $953,000 and $828,000, respectively, due to the
Companys income before income tax of $2.3 million and $1.9 million,
respectively.

Liquidity
and Capital Resources

The
Companys assets are highly liquid, consisting generally of cash, money market
funds and marketable securities. The Companys total assets at September 30,
2005 were $43.2 million. As of that date, $33.7 million, or 78%, of total
assets were regarded by the Company as highly liquid.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At September 30, 2005, Sieberts regulatory net capital
was $18.7 million, $18.4 million in excess of its minimum capital requirement
of $250,000.

Siebert
has entered into a Secured Demand Note Collateral Agreement with SBS under
which it is obligated to lend to SBS up to $1.2 million pursuant to a secured
promissory note on a subordinated basis. Amounts pledged by Siebert under the
facility are reflected on the Companys balance sheet as cash equivalents 
restricted. SBS pays Siebert interest on this amount at the rate of 10% per
annum. The facility expires on August 31, 2007, at which time SBS is obligated
to repay to Siebert any amounts borrowed by SBS thereunder.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Working
capital is generally temporarily invested in dollar denominated money market
funds and overnight certificates of deposits. These investments are not subject
to material changes in value due to interest rate movements. The Company also
invests in certain short-term municipal bonds, the values of which may
fluctuate during the period they are held by the Company.

In the
normal course of its business, Siebert enters into transactions in various
financial instruments with off-balance sheet risk. This risk includes both
market and credit risk, which may be in excess of the amounts recognized in the
Companys financial statements. Retail customer transactions are cleared
through clearing brokers on a fully

---



disclosed basis. If customers do not fulfill their
contractual obligations, the clearing broker may charge Siebert for any loss
incurred in connection with the purchase or sale of securities at prevailing
market prices to satisfy the customers obligations. Siebert regularly monitors
the activity in its customer accounts for compliance with its margin
requirements. Siebert is exposed to the risk of loss on unsettled customer
transactions if customers and other counter parties are unable to fulfill their
contractual obligations.

Item
4.  Controls and Procedures

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

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

Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

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

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

Item 2. Unregistered Sale of Equity Securities and
Use of Proceeds

|                 |  |                                      |  |                                  |      |                                                                                     |         |                                                                             |        | 
|---------------- |  | ------------------------------------ |  | -------------------------------- | ---- | ----------------------------------------------------------------------------------- | ------- | --------------------------------------------------------------------------- | ------ | 
|Period           |  | Total Number
  Of Shares
  Purchased |  | Average
  Price
  Paid Per Share |      | Total
  Number of
  Shares Purchased 
  as Part of Publicly 
  Announced
  Plans(1) |         | Maximum
  Number of Shares 
  That May Yet Be
  Purchased Under 
  The Plan |       
|                 |  |                                      |  |                                  |      |                                                                                     |         |                                                                             |       
|July 2005        |  | -                                    |  |                                  | -    |                                                                                     | 909,116 |                                                                             | 90,884 | 
|                 |  |                                      |  |                                  |      |                                                                                     |         |                                                                             |        | 
|August 2005      |  | -                                    |  |                                  | -    |                                                                                     | 909,116 |                                                                             | 90,884 | 
|                 |  |                                      |  |                                  |      |                                                                                     |         |                                                                             |        | 
|September
  2005 |  | 2,451                                |  | $                                | 2.97 |                                                                                     | 911,567 |                                                                             | 88,433 | 
|                 |  |                                      |  |                                  |      |                                                                                     |         |                                                                             |        | 
|                 |  |                                      |  |                                  |      |                                                                                     |         |                                                                             |        | 
|Total            |  | 2,451                                |  | $                                | 2.97 |                                                                                     | 911,567 |                                                                             | 88,433 | 

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(1) On May 15, 2000, the Board of Directors of the
Company authorized a buy back of up to one million shares of the Companys
common stock. Under this program, shares are purchased from time to time, at
the Companys discretion, in the open market and in private transactions.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security
Holders

None

Item 5. Other Information

None

Item 6. Exhibits

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

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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:
  November 14, 2005 
| |                             |                                                     
| | By:                         | /s/ Joseph M. Ramos, Jr.                             | 
| |                             |                                                      | 
| |                             | Joseph M. Ramos, Jr.                                 | 
| |                             | Executive Vice President and Chief Financial Officer
| |                             | (principal financial and accounting officer)        
| |                             |                                                     
| | Dated:  November
  14, 2005

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