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U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, 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 | June 30, 2009
| |                                 |              

|  |                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------
|o | Transition report under Section 13 or 15(d) of the
 Securities Exchange Act of 1934                           
|  |                                                                                                               
|  | For the
 transition period from _________________________________
          to _______________________________

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

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

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

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

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

Yes x     No
o

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

Yes o     No o

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

|                                      |  |                             
|------------------------------------- |  | ----------------------------
|(Check one) Large Accelerated Filer o |  | Accelerated
 Filer o        
|                                      |  |                             
|Non-Accelerated Filer x               |  | Smaller
 Reporting Company o

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 August 4, 2009, there were
22,195,259 shares of Common Stock, par value $.01 per share, outstanding.

1

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

2

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Siebert Financial
Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | ------------------- | - | ---------- | -
|                                                                                                                                                                                      |  | June 30,
 2009
 (Unaudited) |            | December
 31,
 2008 |  
|                                                                                                                                                                                      |  |                             |            |                    
|                                                                                                                                                                                      | 
|ASSETS                                                                                                                                                                                |  |                             |            |                     |   |            |  
|Cash and cash equivalents                                                                                                                                                             |  | $                           | 28,826,000 |                     | $ | 29,617,000 |  
|Cash equivalents  restricted                                                                                                                                                         |  |                             | 1,300,000  |                     |   | 1,300,000  |  
|Receivable from clearing brokers                                                                                                                                                      |  |                             | 2,295,000  |                     |   | 1,682,000  |  
|Securities owned, at fair value                                                                                                                                                       |  |                             | 1,202,000  |                     |   | 758,000    |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                 |  |                             | 1,382,000  |                     |   | 1,481,000  |  
|Investment in and advances to equity
 investees                                                                                                                                       |  |                             | 7,545,000  |                     |   | 6,480,000  |  
|Income tax refund receivable                                                                                                                                                          |  |                             | 758,000    |                     |   | 1,312,000  |  
|Prepaid expenses and other assets                                                                                                                                                     |  |                             | 963,000    |                     |   | 1,026,000  |  
|Intangibles, net                                                                                                                                                                      |  |                             | 750,000    |                     |   | 775,000    |  
|Deferred taxes                                                                                                                                                                        |  |                             | 1,119,000  |                     |   | 1,148,000  |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  | $                           | 46,140,000 |                     | $ | 45,579,000 |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                  |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|Liabilities:                                                                                                                                                                          |  |                             |            |                     |   |            |  
|Securities sold short, at fair
 value                                                                                                                                                 |  |                             | 865,000    |                     |   |           |  
|Accounts payable and accrued liabilities                                                                                                                                              |  |                             | 4,456,000  |                     |   | 4,995,000  |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             | 5,321,000  |                     |   | 4,995,000  |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|Stockholders equity:                                                                                                                                                                 |  |                             |            |                     |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,194,098 and 22,202,115
 outstanding at June 30, 2009 and December 31, 2008, respectively |  |                             | 232,000    |                     |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                            |  |                             | 19,470,000 |                     |   | 19,454,000 |  
|Retained earnings                                                                                                                                                                     |  |                             | 25,664,000 |                     |   | 25,432,000 |  
|Less: 1,017,748 and 1,009,731 shares of
 treasury stock, at cost at June 30, 2009 and December 31, 2008, respectively                                                                 |  |                             | (4,547,000 | )                   |   | (4,534,000 | )
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             | 40,819,000 |                     |   | 40,584,000 |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  
|                                                                                                                                                                                      |  |                             | 46,140,000 |                     | $ | 45,579,000 |  
|                                                                                                                                                                                      |  |                             |            |                     |   |            |  

See notes to consolidated financial
statements.

2

---



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

|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|---------------------------------------- |  | ----------------------------- | ---------- | --------------------------- | - | ---------- |  | ---- | ---------- |  | - | ---------- | 
|                                         |  | Three
 Months Ended
 June 30, |            | Six Months
 Ended
 June 30, |  
|                                         |  |                               |            |                             |  
|                                         |  | 2009                          |            | 2008                        |   | 2009       |  | 2008 |           
|                                         |  |                               |            |                             |   |            |  |      |           
|                                        
|Revenues:                                |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Commissions and fees                     |  | $                             | 5,185,000  |                             | $ | 5,832,000  |  | $    | 9,751,000  |  | $ | 12,033,000 | 
|Investment banking                       |  |                               | 1,556,000  |                             |   | 1,187,000  |  |      | 3,433,000  |  |   | 2,444,000  | 
|Trading profits                          |  |                               | 508,000    |                             |   | 213,000    |  |      | 1,039,000  |  |   | 252,000    | 
|Interest and dividends                   |  |                               | 25,000     |                             |   | 143,000    |  |      | 51,000     |  |   | 543,000    | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|                                         |  |                               | 7,274,000  |                             |   | 7,375,000  |  |      | 14,274,000 |  |   | 15,272,000 | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Expenses:                                |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Employee compensation and benefits       |  |                               | 2,860,000  |                             |   | 2,630,000  |  |      | 5,893,000  |  |   | 5,900,000  | 
|Clearing fees, including floor brokerage |  |                               | 1,560,000  |                             |   | 1,501,000  |  |      | 3,034,000  |  |   | 3,079,000  | 
|Professional fees                        |  |                               | 1,510,000  |                             |   | 2,013,000  |  |      | 3,459,000  |  |   | 3,199,000  | 
|Advertising and promotion                |  |                               | 209,000    |                             |   | 301,000    |  |      | 487,000    |  |   | 604,000    | 
|Communications                           |  |                               | 644,000    |                             |   | 646,000    |  |      | 1,282,000  |  |   | 1,290,000  | 
|Occupancy                                |  |                               | 329,000    |                             |   | 317,000    |  |      | 652,000    |  |   | 643,000    | 
|Other general and administrative         |  |                               | 620,000    |                             |   | 668,000    |  |      | 1,301,000  |  |   | 1,383,000  | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|                                         |  |                               | 7,732,000  |                             |   | 8,076,000  |  |      | 16,108,000 |  |   | 16,098,000 | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Income from
 equity investees            |  |                               | 1,444,000  |                             |   | 1,636,000  |  |      | 2,288,000  |  |   | 1,579,000  | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Income before income taxes               |  |                               | 986,000    |                             |   | 935,000    |  |      | 454,000    |  |   | 753,000    | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Provision for income taxes               |  |                               | 422,000    |                             |   | 367,000    |  |      | 222,000    |  |   | 313,000    | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Net Income                               |  |                               | 564,000    |                             | $ | 568,000    |  |      | 232,000    |  | $ | 440,000    | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|                                         |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Net income per share of common stock -   |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Basic and Diluted                        |  | $                             | .03        |                             | $ | .03        |  | $    | .01        |  | $ | .02        | 
|Weighted average shares outstanding -    |  |                               |            |                             |   |            |  |      |            |  |   |            | 
|Basic                                    |  |                               | 22,195,886 |                             |   | 22,211,895 |  |      | 22,197,658 |  |   | 22,212,120 | 
|Diluted                                  |  |                               | 22,210,725 |                             |   | 22,264,067 |  |      | 22,212,692 |  |   | 22,264,654 | 

See notes to consolidated financial
statements.

3

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

|                                                                               |  |                             |            |      |   |             |  
|------------------------------------------------------------------------------ |  | --------------------------- | ---------- | ---- | - | ----------- | -
|                                                                               |  | Six Months
 Ended
 June 30, |           
|                                                                               |  |                             |           
|                                                                               |  | 2009                        |            | 2008 |  
|                                                                               |  |                             |            |      |  
|Cash flows from operating activities:                                          |  |                             |            |      |   |             |  
|Net income                                                                     |  | $                           | 232,000    |      | $ | 440,000     |  
|Adjustments to reconcile net income to net
 cash used in operating activities: |  |                             |            |      |   |             |  
|Depreciation and amortization                                                  |  |                             | 246,000    |      |   | 220,000     |  
|Income from equity investees                                                   |  |                             | (2,288,000 | )    |   | (1,579,000  | )
|Deferred taxes                                                                 |  |                             | 29,000     |      |   | 21,000      |  
|Distribution from
 equity investees                                            |  |                             | 1,124,000  |      |   | 812,000     |  
|Employee stock based compensation                                              |  |                             | 16,000     |      |   | 28,000      |  
|Securities owned, at fair value                                                |  |                             | (444,000   | )    |   |            |  
|Securities sold short, at fair value                                           |  |                             | 865,000    |      |   |            |  
|Unrealized loss of securities owned, at
 market value - other                  |  |                             |           |      |   | 232,000     |  
|Proceeds from sale of securities owned, at
 market value - other               |  |                             |           |      |   | 236,000     |  
|Changes in:                                                                    |  |                             |            |      |   |             |  
|Receivable from clearing brokers                                               |  |                             | (613,000   | )    |   | (972,000    | )
|Prepaid expenses and other assets                                              |  |                             | 63,000     |      |   | 16,000      |  
|Accrued interest on securities owned, at
 market value  Treasury bills        |  |                             |           |      |   | (288,000    | )
|Income tax refund receivable                                                   |  |                             | 554,000    |      |   |             |  
|Accounts payable and accrued liabilities                                       |  |                             | (539,000   | )    |   | (1,428,000  | )
|                                                                               |  |                             |            |      |   |             |  
|Net cash used in operating activities                                          |  |                             | (755,000   | )    |   | (2,262,000  | )
|                                                                               |  |                             |            |      |   |             |  
|                                                                               |  |                             |            |      |   |             |  
|Cash flows from investing activities:                                          |  |                             |            |      |   |             |  
|Purchase of
 securities owned, at market value  Treasury bills                |  |                             |            |      |   | (24,798,000 | )
|Purchase of furniture, equipment and
 leasehold improvements                   |  |                             | (122,000   | )    |   | (411,000    | )
|Net advances repaid by equity investees                                        |  |                             | 99,000     |      |   | 61,000      |  
|                                                                               |  |                             |            |      |   |             |  
|Net cash used in investing activities                                          |  |                             | (23,000    | )    |   | (25,148,000 | )
|                                                                               |  |                             |            |      |   |             |  
|                                                                               |  |                             |            |      |   |             |  
|Cash flows from financing activities:                                          |  |                             |            |      |   |             |  
|Dividend on
 common stock                                                      |  |                             |           |      |   | (468,000    | )
|Repurchase of common stock                                                     |  |                             | (13,000    | )    |   | (12,000     | )
|                                                                               |  |                             |            |      |   |             |  
|Net cash used in financing activities                                          |  |                             | (13,000    | )    |   | (480,000    | )
|                                                                               |  |                             |            |      |   |             |  
|                                                                               |  |                             |            |      |   |             |  
|Net decrease in cash and cash equivalents                                      |  |                             | (791,000   | )    |   | (27,890,000 | )
|                                                                               |  |                             |            |      |   |             |  
|Cash and
 cash equivalents - beginning of period                               |  |                             | 29,617,000 |      |   | 34,589,000  |  
|                                                                               |  |                             |            |      |   |             |  
|                                                                               |  |                             |            |      |   |             |  
|Cash and
 cash equivalents - end of period                                     |  | $                           | 28,826,000 |      | $ | 6,699,000   |  
|                                                                               |  |                             |            |      |   |             |  
|                                                                               |  |                             |            |      |   |             |  
|Supplemental cash flow disclosures:                                            |  |                             |            |      |   |             |  
|Cash paid for:                                                                 |  |                             |            |      |   |             |  
|Income taxes                                                                   |  | $                           | 11,000     |      | $ | 239,000     |  

See notes to consolidated financial
statements.

4

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Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2009 and 2008
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The
 consolidated financial statements include the accounts of Siebert Financial
 Corp. (the Company) and its wholly owned subsidiaries Muriel Siebert &
 Co., Inc. (Siebert) and Siebert Womens Financial Network, Inc. (WFN).
 All material intercompany balances and transactions have been eliminated.
 Investment in two entities in which the Company has ownership interests of
 49% and 33.33%, respectively, are accounted for by the equity method. The
 statements are unaudited; however, in the opinion of management, all
 adjustments considered necessary to reflect fairly the Companys financial
 position and results of operations, consisting of normal recurring
 adjustments, have been included.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The
 accompanying consolidated financial statements do not include all of the
 information and footnote disclosures normally included in financial
 statements prepared in accordance with accounting principles generally
 accepted in the United States of America. Accordingly, the statements should
 be read in conjunction with the audited financial statements included in the
 Companys Annual Report on Form 10-K for the year ended December 31, 2008.
 Because of the nature of the Companys business, the results of any interim
 period are not necessarily indicative of results for a full year.                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Securities Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Securities transactions include trading profits, commission revenues and related clearing
 expenses which are recorded on a trade date basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Marketable
 securities are valued at fair value. Interest is recorded on an accrual
 basis. Dividends are recorded on the ex-dividend date. Siebert clears all its
 security transactions through two unaffiliated clearing firms on a fully
 disclosed basis. Accordingly, Siebert does not hold funds or securities for
 or owe funds or securities to its customers. Those functions are performed by
 the clearing firms, which are highly capitalized.                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Fair value is the price that would be received to sell an asset
 or paid to transfer a liability in an orderly transaction between
 participants at the measurement date. In determining fair value, the Company
 often utilizes certain assumptions that market participants would use in
 pricing the asset or liability, including assumptions about risk and or the
 risks inherent in the inputs to the valuation technique. These inputs can be
 readily observable, market corroborated, or generally unobservable firm
 inputs. The fair value hierarchy ranks the quality and reliability of the
 information used to determine fair values. Financial assets and liabilities
 carried at fair value will be classified and disclosed in one of the following
 three categories:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Level 1 
 valued based on quoted prices at the measurement date for identical assets or
 liabilities trading in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Level 2 
 quoted prices in active markets for similar assets and liabilities and inputs
 that are observable for the asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Level 3 
 valuations derived from valuation techniques in which one or more significant
 inputs is not readily observable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

5

---



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | As of June
 30, 2009, accounts which are measured at fair value are classified as
 follows:

|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|-------------------------------------------------------------------- |  | ------- | ------- | ------- | - | ------- |  | ----- |  | - | --------- | 
|Securities
owned                                                     |  | Level 1 |         | Level 2 |   |         |  | Total | 
|                                                                     |  |         |         |         |   |         |  |       | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|New York
 State Dormitory Revenue Bonds                              |  |         |        |         | $ | 507,000 |  |       |  | $ | 507,000   | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|New York
 State Thruway Authority Second Generation Highway & Bridge |  |         |         |         | $ | 251,000 |  |       |  | $ | 251,000   | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|New York
 General Obligation Bonds                                   |  |         |         |         | $ | 115,000 |  |       |  | $ | 115,000   | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|New York
 State Authority Personal Income Tax                        |  |         |         |         | $ | 112,000 |  |       |  | $ | 112,000   | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|Common stock                                                         |  | $       | 217,000 |         |   |        |  |       |  | $ | 217,000   | 
|                                                                     |  |         |         |         |   |         |  |       | 
|                                                                     |  | $       | 217,000 |         | $ | 985,000 |  |       |  | $ | 1,202,000 | 
|                                                                     |  |         |         |         |   |         |  |       | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|Securities
 sold short                                               |  |         |         |         |   |         |  |       |  |   |           | 
|                                                                     |  |         |         |         |   |         |  |       |  |   |           | 
|United
 States Treasury Bonds                                        |  | $       | 865,000 |         |   |        |  |       |  | $ | 865,000   | 
|                                                                     |  |         |         |         |   |         |  |       | 
|                                                                     |  | $       | 865,000 |         |   |        |  |       |  | $ | 865,000   | 
|                                                                     |  |         |         |         |   |         |  |       | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Common
 stocks held long and treasury bonds sold short classified within Level 1 of
 the fair value hierarchy and are valued on the last business day of the year at
 the last available reported sales price on the primary securities exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Municipal
 Bonds held long classified within Level 2 of the fair value hierarchy are
 valued based on prices obtained from pricing sources, which derive values
 from observable inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Earnings per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Basic
 earnings per share is calculated by dividing net income by the weighted
 average outstanding shares during the period. Diluted earnings per share is
 calculated by dividing net income by the number of shares outstanding under
 the basic calculation and adding all dilutive securities, which consist of
 options. The treasury stock method is used to reflect the dilutive effect of
 outstanding options, which, for the three months ended June 30, 2009 and 2008
 amounted to 14,839 and 52,172 additional shares, respectively, added to the
 basic weighted average outstanding shares of 22,195,886 and 22,211,895,
 respectively and for the six months ended June 30, 2009 and 2008 amounted to
 15,034 and 52,534 additional shares, respectively added to the basic weighted
 average outstanding shares of 22,197,658 and 22,212,120, respectively.
 Potentially dilutive securities consisting of outstanding options not
 included in the computation of diluted income per share as the effect would
 have been anti-dilutive for all periods amounted to 1,727,200 shares.

6

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | 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 June 30, 2009, Siebert had net capital of
 approximately $24,362,000 as compared with net capital requirements of
 $250,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On January
 22, 2008, the Board of Directors of the Company authorized a buy back of up
 to 300,000 shares of common stock. Shares will be purchased from time to
 time, at managements discretion, in the open market and in private
 transactions. During the six months ended June 30, 2009, the Company
 purchased 8,017 shares at an average price of $1.67.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | Siebert Brandford Shank & Co., LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Summarized
 financial data (presented in thousands) of Siebert Brandford Shank & Co.,
 LLC, (SBS) is set forth below. Siebert holds a 49% ownership interest in
 SBS which is engaged in municipal bond underwritings. Income from SBS is
 considered to be integral to Sieberts operations and material to the results
 of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                                                                    |  |          |            |      |  |            | 
| | ---------------------------------------------------------------------------------- |  | -------- | ---------- | ---- |  | ---------- | 
| |                                                                                    |  | June
30, |           
| |                                                                                    |  |          |           
| |                                                                                    |  | 2009     |            | 2008 | 
| |                                                                                    |  |          |            |      | 
| |                                                                                    |  |          |            |      |  |            | 
| | Total assets
 including secured demand note of $1,200,000 due from Siebert         |  | $        | 48,016,000 |      |  |            | 
| | Total
 liabilities including subordinated liabilities of $1,200,000 due to Siebert |  |          | 33,214,000 |      |  |            | 
| | Total
 members capital                                                            |  |          | 14,803,000 |      |  |            | 
| | Six months
 ended:                                                                 |  |          |            |      |  |            | 
| | Total
 revenues                                                                    |  |          | 21,185,000 |      |  | 15,451,000 | 
| | Net income                                                                         |  |          | 5,041,000  |      |  | 3,259,000  | 
| | Three months
 ended:                                                               |  |          |            |      |  |            | 
| | Total
 revenues                                                                    |  |          | 12,125,000 |      |  | 10,850,000 | 
| | Net income                                                                         |  |          | 3,181,000  |      |  | 3,356,000  | 
| | Regulatory minimum net capital requirement                                         |  |          | 792,000    |      |  | 339,000    | 

| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert
 charged SBS $38,000 and $65,000 for the six months ended June 30, 2009 and
 2008, respectively, and $19,000 for the three months ended June 30, 2009 and
 2008, respectively, for general and administrative services, which Siebert
 believes approximates the cost of furnishing such services.                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                
| | Sieberts
 share of net income for the three months ended June 30, 2009 and 2008
 amounted to $1,559,000 and $1,644,000, respectively, and for the six months
 ended June 30, 2009 and 2008 amounted to $2,470,000 and $1,597,000,
 respectively.                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                
| | Sieberts
 share of undistributed earnings from SBS amounted to $6,861,000 at June 30,
 2009. Such amount may not be immediately available for distribution to
 Siebert for various reasons including the amount of SBSs available cash, the
 provisions of the agreement between Siebert and the principals and SBSs
 continued compliance with its regulatory and net capital requirements.

7

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | SBS Financial Products Company, LLC                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company has a 33.33% ownership interest in, and the two
 individual principals of SBS have an aggregate 66.66% ownership interest in,
 SBS Financial Products Company, LLC, (SBSFPC) which engages in derivatives
 transactions related to the municipal underwriting business. Income/(loss)
 from SBSFPC is considered to be integral to the Companys operations and
 material to the results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Summarized
 financial data of SBSFPC is set forth below.                                                                                                                                                                                                                                                                                                                                                             

| |                                                             |  |          |            |      |  |         |  
| | ----------------------------------------------------------- |  | -------- | ---------- | ---- |  | ------- | -
| |                                                             |  | June 30, |           
| |                                                             |  |          |           
| |                                                             |  | 2009     |            | 2008 | 
| |                                                             |  |          |           
| | Total assets                                                |  | $        | 78,300,000 |      |  |         |  
| | Total
 liabilities                                          |  |          | 77,669,000 |      |  |         |  
| | Total
 members capital                                     |  |          | 631,000    |      |  |         |  
| | Six months
 ended:                                          |  |          |            |      |  |         |  
| | Total revenues                                              |  |          | (442,000   | )*   |  | 144,000 |  
| | Net loss                                                    |  |          | (546,000   | )    |  | (53,000 | )
| | Three months
 ended:                                        |  |          |            |      |  |         |  
| | Total revenues                                              |  |          | (288,000   | )*   |  | 56,000  |  
| | Net loss                                                    |  |          | (344,000   | )    |  | (25,000 | )
| |                                                             |  |          |            |      |  |         |  
| | * Attributable
 to unrealized loss on derivative contracts.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The
 Companys share of net loss for the three months ended June 30, 2009 and 2008
 amounted to $115,000 and $8,000 and for the six months ended June 30, 2009
 and 2008 amounted to $182,000 and $18,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | At June 30,
 2009, SBSFPC had an accumulated loss of $569,000 of which the Companys share
 was $190,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8. | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Siebert
 terminated a clearing agreement (the Clearing Agreement) with Pershing LLC
 (Pershing) in 2003. Based on consultation with counsel, Siebert believes
 that $1,500,000 that it advanced to Pershing in January 2003 should have been
 returned. Pershing expressed its belief that it was 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
 received a release for the $3 million related to disputed claims for
 unreimbursed fees and costs. In 2004, Siebert decided not to commence
 proceedings against Pershing and charged off the $1,500,000 advance to
 Pershing. Siebert believes the Pershing claims are without merit and that the
 ultimate outcome of this matter will not have a material adverse effect on
 the Companys results of operations or financial position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In May 2009,
 the FASB issued SFAS No. 165 Subsequent Events (SFAS 165). SFAS 165
 establishes general standards of accounting for and disclosure of events that
 occur after the balance sheet date but before financial statements are issued
 or are available to be issued. SFAS 165 sets forth (1) The period after the
 balance sheet date during which management of a reporting entity should
 evaluate events or transactions that may occur for potential recognition or disclosure
 in the financial statements, (2) The circumstances under which an entity
 should recognize events or transactions occurring after the balance sheet
 date in its financial statements and (3) The disclosures that an entity
 should make about events or transactions that occurred after the balance
 sheet date. SFAS 165 is effective for interim or annual financial periods
 ending after June 15, 2009. The Company adopted SFAS 165 in the quarter ended
 June 30, 2009 and evaluated subsequent events through August 14, 2009, the
 date the financial statements were issued.                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In June
 2009, the FASB issued SFAS No. 166 Accounting for Transfers of Financial
 Assetsan amendment of FASB Statement No. 140 (SFAS 166). SFAS 166
 improves the relevance, representational faithfulness, and comparability of
 the information that a reporting entity provides in its financial statements
 about a transfer of financial assets; the effects of a transfer on its
 financial position, financial performance, and cash flows; and a transferors
 continuing involvement, if any, in transferred financial assets. SFAS 166 is
 effective as of the beginning of each reporting entitys first annual
 reporting period that begins after November 15, 2009, for interim periods
 within that first annual reporting period and for interim and annual
 reporting periods thereafter. The Company is evaluating the impact the
 adoption of SFAS 166 will have on its financial statements.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In June
 2009, the FASB issued SFAS No. 167 Amendments to FASB Interpretation No.
 46(R) (SFAS 167). SFAS 167 improves financial reporting by enterprises
 involved with variable interest entities and to address (1) the effects on
 certain provisions of FASB Interpretation No. 46 (revised December 2003),
 Consolidation of Variable Interest Entities, as a result of the elimination
 of the qualifying special-purpose entity concept in SFAS 166 and (2)
 constituent concerns about the application of certain key provisions of
 Interpretation 46(R), including those in which the accounting and disclosures
 under the Interpretation do not always provide timely and useful information
 about an enterprises involvement in a variable interest entity. SFAS 167 is
 effective as of the beginning of each reporting entitys first annual
 reporting period that begins after November 15, 2009, for interim periods
 within that first annual reporting period, and for interim and annual
 reporting periods thereafter. The Company is evaluating the impact the
 adoption of SFAS 167 will have on its financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In April
 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1,
 Interim Disclosures about Fair Value of Financial Instruments (FSP FAS
 107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 extends the disclosure
 requirements of SFAS No. 107 to interim period financial statements, in
 addition to the existing requirements for annual periods and reiterates SFAS
 No. 107s requirement to disclose the methods and significant assumptions
 used to estimate fair value. FSP FAS 107-1 and APB 28-1 is effective for the
 Companys interim periods ending after June 15, 2009 and will be applied on a
 prospective basis. FSP FAS 107-1 and APB 28-1 were adopted June 30, 2009 and
 had no impact on the Companys disclosures.                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In April
 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair
 Value When the Volume and Level of Activity for the Asset or Liability Have
 Significantly Decreased and Identifying Transactions That Are Not Orderly
 (FSP FAS 157-4). FSP FAS 157-4 is effective for the Companys interim and
 annual periods ending after June 15, 2009 and will be applied on a
 prospective basis. FSP FAS 157-4 was adopted June 30, 2009 and had no impact
 on the Companys financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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

This
discussion should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2008, and the
unaudited consolidated financial statements and the notes thereto contained
elsewhere in this Quarterly Report.

8

---



Business Environment

The stock market rebounded in the second
 quarter of 2009 despite the volatility in the marketplace due to the financial crisis
affecting the global economy. Competition in the securities industry remains intense especially with regard to retail
customer account acquisition and retention.

Like
other securities firms, we are directly affected by general economic and market
conditions including fluctuations in volume and prices of securities, changes
and prospects for changes in interest rates and demand for brokerage and
investment banking services, all of which can affect our relative
profitability. In periods of reduced 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

On January 23, 2008, the Board of Directors of
the Company authorized a buy back of up to 300,000 shares of common stock. During
the six months ended June 30, 2009, the Company purchased 8,017 shares at an
average price of $1.67.

Critical
Accounting Policies

We generally
follow accounting policies standard in the brokerage industry and believe that
our policies appropriately reflect our financial position and results of
operations. Our management makes significant estimates that effect the
reported amounts of assets, liabilities, revenues and expenses and the related
disclosure of contingent assets and liabilities included in the financial
statements. The estimates relate primarily to revenue and expense items in the
normal course of business as to which we receive no confirmations, invoices, or
other documentation at the time the books are closed for a period. We use our
best judgment, based on our knowledge of these revenue transactions and
expenses incurred, to estimate the amounts of such revenue and expense. We are
not aware of any material differences between the estimates used in closing our
books for the last five years and the actual amounts of revenue and expenses
incurred when we subsequently receive the actual confirmations, invoices or
other documentation. Estimates are also used in determining the useful lives of
intangible assets, and the fair value of intangible assets and
securities. Our management believes that its estimates are reasonable.

Results of Operations

We
believe that our business reflects the current difficult business environment
for discount and online and institutional brokers. We had net income of
$564,000 and $232,000 for the three months and six months ended June 30, 2009,
respectively.

Three Months Ended
June 30, 2009 Compared to Three Months Ended June 30, 2008

Total
revenues for the three months ended June 30, 2009 were $7.3 million, a decrease
of $101,000 or 1.4% from the same period in 2008.

Commission
and fee income for the three months ended June 30, 2009 was $5.2 million, a
decrease of $647,000 or 11.1% from the same period in 2008 due to a decrease in
fees from margin debits due to lower margin debit balances and lower rates and
a decrease in the commission recapture operation offset by an increase in
institutional trading due to the addition of an equity sales-trader.

9

---



Investment
banking revenues for the three months ended June 30, 2009 were $1.6 million, an
increase of $369,000 or 31.1% from the same period in 2008 due to our participation
in more new issues in the equity and debt capital markets.

Trading
profits were $508,000 for the three months ended June 30, 2009, an increase of
$295,000 or 138.5% from the same period in 2008 due to an overall increase in
trading volume primarily in the debt markets.

Interest
and dividends for the three months ended June 30, 2009 were $25,000, a decrease
of $118,000 or 82.5% from the same period in 2008 primarily due to lower yields
on investments in U.S. Treasury Bills and money market funds and lower cash
balances.

Total
expenses for the three months ended June 30, 2009 were $7.7 million, a decrease
of $344,000 or 4.3% from the same period in 2008.

Employee
compensation and benefit costs for the three months ended June 30, 2009 were
$2.9 million, an increase of $230,000 or 8.8% from the same period in 2008.
This increase was due to increases in commissions paid based on production and
health benefits offset by a reduced headcount in administrative and customer
service staff and staff bonus accrual.

Clearing
and floor brokerage costs for the three months ended June 30, 2009 were $1.6
million, an increase of $59,000 or 3.9% from the same period in 2008 primarily
due to an increase in execution charges for institutional debt customers offset
by a decrease in volume relating to the commission recapture operations.

Professional
fees for the three months ended June 30, 2009, were $1.5 million, a decrease of
$503,000 or 25.0% from the same period in 2008 primarily due to a decrease in
legal fees relating to former employee matters and consulting fees relating to
the commission recapture business.

Advertising
and promotion expenses for the three months ended June 30, 2009 were $209,000,
a decrease of $92,000 or 30.6% from the same period in 2008 primarily due to a
decrease in production and airing of television commercials in the Florida
region.

Communications
expense for the three months ended June 30, 2009, was $644,000, a decrease of
$2,000 from the same period in 2008 primarily due to a decrease in quotation
costs associated with our retail customer base offset by an increase in local
telephone usage.

Occupancy
costs for the three months ended June 30, 2009 were $329,000, an increase of
$12,000 or 3.8% from the same period in 2008 due to an increase in utilities
and commercial rent tax at the corporate headquarters in New York.

Other
general and administrative expenses for the three months ended June 30, 2009
were $620,000, a decrease of $48,000 or 7.2% from the same period in 2008 due
to the decrease in travel and entertainment, subscriptions, printing and
maintenance.

Income
from Sieberts equity investment in Siebert Brandford Shank & Co., LLC, an
entity in which Siebert holds a 49% equity interest (SBS), for the three
months ended June 30, 2009, was $1.6 million, a decrease of $85,000 or 5.2%
from the same period in 2008. SBS serves as an underwriter for municipal bond
offerings. This decrease was due to SBS participating as manager or co-manager
in fewer transactions. Loss from the our equity investment in SBS Financial
Products Company, LLC, an entity in which we hold a 33% equity interest
(SBSFPC) for the three months ended June 30, 2008, was $115,000 as compared
to a loss of $9,000 from the same period in 2008. This loss was due to the mark
to market loss in positions. We consider income and loss from equity investees to be
integral to our operations and material to the results of operations.

10

---



The
tax provision for the three months ended June 30, 2009 and 2008 was $422,000
and $367,000, respectively, due to our income before income tax of $986,000 and
$935,000, respectively.

Six Months Ended
June 30, 2009 Compared to Six Months Ended June 30, 2008

Total
revenues for the six months ended June 30, 2009 were $14.3 million, a decrease
of $998,000 or 6.5% from the same period in 2008.

Commission
and fee income for the six months ended June 30, 2009 was $9.8 million, a
decrease of $2.3 million or 18.9% from the same period in 2008 due to a
decrease in institutional trading and in the commission recapture operation.
Retail customer volumes decreased; however, the average commission charged per
trade increased due to more retail customers executing trades via the phone,
which has a higher commission charge per ticket. Additionally, there was a
decrease in fees from margin debits due to lower margin debit balances and
lower rates.

Investment
banking revenues for the six months ended June 30, 2009 were $3.4 million, an
increase of $989,000 or 40.5% from the same period in 2008 due to our
participation in more new issues in the equity and debt capital markets.

Trading
profits were $1.0 million for the six months ended June 30, 2009, an increase
of $787,000 or 312.3% from the same period in 2008 due to an overall increase
in trading volume primarily in the debt markets.

Interest
and dividends for the six months ended June 30, 2009 were $51,000, a decrease
of $492,000 or 90.6% from the same period in 2008 primarily due to lower yields
on investments in U.S. Treasury Bills and money market funds and lower cash
balances.

Total
expenses for the six months ended June 30, 2009 were $16.1 million, an increase
of $10,000 from the same period in 2008.

Employee
compensation and benefit costs for the six months ended June 30, 2009 were $5.9
million, a decrease of $7,000 from the same period in 2008. This decrease was
due to a reduction in headcount offset by an increase in commissions paid based
on production, staff bonus accruals and the hiring of additional institutional
equity sales traders.

Clearing
and floor brokerage costs for the six months ended June 30, 2009 were $3.0
million, a decrease of $45,000 or 1.5% from the same period in 2008, due to a
decrease in volume of trade executions for retail customers and volume relating
to the commission recapture operation offset by an increase in execution
charges for institutional debt customers.

Professional
fees for the six months ended June 30, 2009, were $3.5 million, an increase of
$260,000 or 8.1% from the same period in 2008 primarily due to an increase in
legal fees relating to former employee matters offset by a decrease in
consulting fees relating to the commission recapture business.

Advertising
and promotion expenses for the six months ended June 30, 2009 were $487,000, a
decrease of $117,000 or 19.4% from the same period in 2008 primarily due to decreases
in marketing and promotional expenses relating to the new front end computer
system and print advertising, brochures and direct mailings to our retail
customers.

Communications
expense for the six months ended June 30, 2009, was $1.3 million, a decrease of
$8,000 from the same period in 2008 due primarily due to a decrease in
quotation costs associated with our retail customer base offset by an increase
in local telephone usage.

11

---



Occupancy
costs for the six months ended June 30, 2009 were $652,000, an increase of
$9,000 or 1.4% from the same period in 2008 due to an increase in utilities and
commercial rent tax at the corporate headquarters in New York offset by
decrease in rents for our West Palm Beach branch.

Other
general and administrative expenses for the six months ended June 30, 2009 were
$1.3 million, a decrease of $82,000 or 5.9% from the same period in 2008. This
decrease was a result of decreases in travel and entertainment, subscriptions,
printing, office equipment and exchange and registration fees offset by
increases in depreciation and amortization.

Income
from the Sieberts equity investment in Siebert Brandford Shank & Co., LLC,
an entity in which Siebert holds a 49% equity interest (SBS) for the six
months ended June 30, 2009, was $2.5 million, an increase of $873,000 or 54.7%
from the same period in 2008. This increase was due to an increase in SBS
participating in more municipal bond offerings as senior managers. SBS serves
as an underwriter for municipal bond offerings. Loss from our equity investment
in SBS Financial Products Company, LLC an entity in which we hold a 33% equity
interest (SBSFPC) for the six months ended June 30, 2009, was $182,000 as
compared to a loss of $18,000 from the same period in 2008. This loss was due
to the mark to market loss in positions. We consider income and loss from equity
investees to be integral to our operations and material to the results of
operations.

The
tax provisions for the six months ended June 30, 2009 and 2008 were $222,000
and $313,000, respectively, based on our income before income tax of $454,000
and $753,000, respectively.

Liquidity and Capital Resources

Our
assets are highly liquid, consisting generally of cash, money market funds and
commercial paper. Our total assets at June 30, 2009 were $46 million. As of
that date, we regarded $31.1 million, or 67%, of total assets as highly liquid.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At June 30, 2009, Sieberts regulatory net capital was
$24.4 million, $24.1 million in excess of its minimum capital requirement of
$250,000.

On January 22, 2008, the Board of Directors of
the Company authorized a buy back of up to 300,000 shares of common stock.
During the six months ended June 30, 2009, 8,017 shares have been purchased at
an average price of $1.67 per share.

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 our balance sheet as cash equivalents  restricted.
SBS pays Siebert interest on this amount at the rate of 4% per annum. The
facility expires on August 31, 2010, 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

We
generally invest working capital temporarily in dollar denominated money market
funds and United States Treasury Bills. These investments are not subject to
material changes in value due to interest rate movements.

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 our
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

12

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exposed to the
risk of loss on unsettled customer transactions if customers and other counter
parties are unable to fulfill their contractual obligations.

Item 4T. Controls and Procedures

We carried
out an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report pursuant to Rule
13a-15 of Securities Exchange of 1934, as amended. Based on that evaluation,
our management, including the Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures are effective to
ensure that the information we are required to disclose in reports that we file
or submit under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and to ensure that
information required to be disclosed is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer
to allow timely decisions regarding timely disclosure.

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

13

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Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

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

Item 1A. Risk
Factors

In addition to
the other information set forth in this report, you should carefully consider
the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report
on Form 10-K for the year ended December 31, 2008, which could materially
affect our business, financial position and results of operations. There are no
material changes from the risk factors set forth in Part I, Item 1A, Risk Factors,
of our Annual Report on Form 10-K for the year ended December 31, 2008.

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

On January 23,
2008, our Board of Directors authorized the repurchase of up to 300,000 shares
of our common stock. Shares will be purchased from time to time, in our
discretion, in the open market and in private transactions. We purchased 3,635
shares at an average price of $1.65 in the second quarter of 2009.

A summary of
our repurchase activity for the three months ended June 30, 2009 is as follows:

Issuer Purchases of Issuer Securities

|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|---------- |  | ---------------------------------- | ----- | ----------------------------- | - | ----------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ------ |  |  | ------- | 
|Period     |  | Total Number
 Of Shares
 Purchased |       | Average Price
 Paid Per Share |   | Total Number of
 Shares Purchased
 as Part of Publicly
 Announced Plans |  | Maximum
 Number of Shares
 That May Yet Be
 Purchased Under
 The Plans |       
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |       
|April 2009 |  |                                    | 1,115 |                               | $ | 1.57                                                                    |  |                                                                        | 17,347 |  |  | 283,153 | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|May 2009   |  |                                    | 1,296 |                               | $ | 1.56                                                                    |  |                                                                        | 18,643 |  |  | 281,359 | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|June 2009  |  |                                    | 1,224 |                               | $ | 1.83                                                                    |  |                                                                        | 19,867 |  |  | 280,133 | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|Total      |  |                                    | 3,635 |                               | $ | 1.65                                                                    |  |                                                                        | 19,867 |  |  | 280,133 | 

All of the
purchases were made in the open market transactions.

Item 3. Defaults
Upon Senior Securities

None

14

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

We held our annual meeting on June 4, 2009. At that meeting, the
following matters were voted on and received the votes indicated:

|                          |  |     |            |          |  |         | 
|------------------------- |  | --- | ---------- | -------- |  | ------- | 
|                          |  | For |            | Withheld | 
|                          |  |     |            |          | 
|                         
|(1) Election of Directors
|                          |  |     |            |          | 
|Muriel F. Siebert         |  |     | 21,695,559 |          |  | 378,676 | 
|                          |  |     |            |          |  |         | 
|Patricia L. Francy        |  |     | 21,901,861 |          |  | 172,374 | 
|                          |  |     |            |          |  |         | 
|Jane H. Macon             |  |     | 21,644,941 |          |  | 429,294 | 
|                          |  |     |            |          |  |         | 
|Leonard M. Leiman         |  |     | 21,701,711 |          |  | 372,524 | 
|                          |  |     |            |          |  |         | 
|Nancy S.
 Peterson        |  |     | 21,978,828 |          |  | 95,407  | 
|                          |  |     |            |          |  |         | 
|Robert P.
 Mazzarella     |  |     | 21,978,898 |          |  | 95,337  | 

Item 5. Other
Information

None

Item 6. Exhibits

(a)

| |      |                                                                                                                                                               
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                     

15

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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

| |                          |                                                      
| | ------------------------ | -----------------------------------------------------
| | SIEBERT
 FINANCIAL CORP.
| |                         
| | By:                      | /s/ Muriel
 F. Siebert                               
| |                          |                                                      
| |                          | Muriel F.
 Siebert                                   
| |                          | Chairwoman
 and President                            
| |                          | (principal
 executive officer)                       
| |                          |                                                      
| | Dated:
 August 14, 2009 
| |                          |                                                      
| | By:                      | /s/ Joseph
 M. Ramos, Jr.                            
| |                          |                                                      
| |                          | Joseph M.
 Ramos, Jr.                                
| |                          | Executive
 Vice President and Chief Financial Officer
| |                          | (principal
 financial and accounting officer)        
| |                          |                                                      
| | Dated:
 August 14, 2009 

16

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