---

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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 September 30, 2009                                
|           |                                                                                   
|o          | Transition report under Section 13 or 15(d) of the
 Exchange Act                  
|           |                                                                                   
|           | For the transition period
 from _____________________ to _____________________    
|           |                                                                                   
|           | Commission file number 0-5703                                                     

|                                                                                    |  |                                      
|----------------------------------------------------------------------------------- |  | -------------------------------------
|Siebert
 Financial Corp.                                                           
|                                                                                   
|(Exact
 Name of 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                                                                     
|                                                                                   
|(Issuers
 Telephone Number, Including Area Code)                                  
|                                                                                    |  |                                      
|                                                                                   
|(Former
 Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Yes x    No o

Indicate
by check mark whether the registrant 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.

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

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

Yes o    No x

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of October 20, 2009, there were
22,193,288 shares of Common Stock, par value $.01 per share, outstanding.

1

---



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

|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------ | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                                                       |  | September 30,2009
 (Unaudited) |            | December 31,
 2008 |  
|                                                                                                                                                                                                       |  |                                |            |                    |  
|ASSETS                                                                                                                                                                                                 |  |                                |            |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                                              |  | $                              | 27,071,000 |                    | $ | 29,617,000 |  
|Cash equivalents  restricted                                                                                                                                                                          |  |                                | 1,300,000  |                    |   | 1,300,000  |  
|Receivable from clearing brokers                                                                                                                                                                       |  |                                | 1,369,000  |                    |   | 1,682,000  |  
|Securities owned, at fair value                                                                                                                                                                        |  |                                | 725,000    |                    |   | 758,000    |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                                  |  |                                | 1,415,000  |                    |   | 1,481,000  |  
|Investments in and advances to equity
 investees                                                                                                                                                       |  |                                | 7,849,000  |                    |   | 6,480,000  |  
|Income tax refund receivable                                                                                                                                                                           |  |                                | 1,771,000  |                    |   | 1,312,000  |  
|Prepaid expenses and other assets                                                                                                                                                                      |  |                                | 803,000    |                    |   | 1,026,000  |  
|Intangibles, net                                                                                                                                                                                       |  |                                | 750,000    |                    |   | 775,000    |  
|Deferred taxes                                                                                                                                                                                         |  |                                | 1,171,000  |                    |   | 1,148,000  |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  | $                              | 44,224,000 |                    | $ | 45,579,000 |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                   |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|Liabilities:                                                                                                                                                                                           |  |                                |            |                    |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                                               |  |                                | 3,864,000  |                    |   | 4,995,000  |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|Stockholders equity:                                                                                                                                                                                  |  |                                |            |                    |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized and 23,211,846 shares issued; 22,189,442 shares outstanding
 at September 30, 2009 and 22,202,115 shares
 outstanding at December 31, 2008 |  |                                | 232,000    |                    |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                             |  |                                | 19,472,000 |                    |   | 19,454,000 |  
|Retained earnings                                                                                                                                                                                      |  |                                | 25,213,000 |                    |   | 25,432,000 |  
|Less: treasury stock,
 at cost 1,022,404 shares at September 30, 2009 and 1,009,731 shares at December 31, 2008                                                                                        |  |                                | (4,557,000 | )                  |   | (4,534,000 | )
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  |                                | 40,360,000 |                    |   | 40,584,000 |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  
|                                                                                                                                                                                                       |  | $                              | 44,224,000 |                    | $ | 45,579,000 |  
|                                                                                                                                                                                                       |  |                                |            |                    |   |            |  

See notes to consolidated financial
statements.

3

---



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

|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|-------------------------------------------------------- |  | --------------------------------- | ---------- | -------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                                         |  | Three Months Ended
 September 30, |            | Nine Months Ended
 September 30, |  
|                                                         |  |                                   |            |                                  |  
|                                                         |  | 2009                              |            | 2008                             |   | 2009       |   | 2008 |           
|                                                         |  |                                   |            |                                  |   |            |   |      |           
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Revenues:                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Commissions and fees                                     |  | $                                 | 4,389,000  |                                  | $ | 6,052,000  |   | $    | 14,140,000 |   | $ | 18,085,000 |  
|Investment banking                                       |  |                                   | 576,000    |                                  |   | 400,000    |   |      | 4,009,000  |   |   | 2,844,000  |  
|Trading profits                                          |  |                                   | 348,000    |                                  |   | 549,000    |   |      | 1,387,000  |   |   | 801,000    |  
|Interest and dividends                                   |  |                                   | 47,000     |                                  |   | 164,000    |   |      | 98,000     |   |   | 707,000    |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|                                                         |  |                                   | 5,360,000  |                                  |   | 7,165,000  |   |      | 19,634,000 |   |   | 22,437,000 |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Expenses:                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Employee compensation and benefits                       |  |                                   | 2,599,000  |                                  |   | 2,991,000  |   |      | 8,492,000  |   |   | 8,891,000  |  
|Clearing fees, including floor brokerage                 |  |                                   | 1,266,000  |                                  |   | 1,695,000  |   |      | 4,300,000  |   |   | 4,774,000  |  
|Professional fees                                        |  |                                   | 1,529,000  |                                  |   | 2,332,000  |   |      | 4,988,000  |   |   | 5,531,000  |  
|Advertising and promotion                                |  |                                   | 173,000    |                                  |   | 253,000    |   |      | 660,000    |   |   | 857,000    |  
|Communications                                           |  |                                   | 671,000    |                                  |   | 597,000    |   |      | 1,953,000  |   |   | 1,887,000  |  
|Occupancy                                                |  |                                   | 332,000    |                                  |   | 338,000    |   |      | 984,000    |   |   | 981,000    |  
|Other general and administrative                         |  |                                   | 696,000    |                                  |   | 673,000    |   |      | 1,997,000  |   |   | 2,056,000  |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|                                                         |  |                                   | 7,266,000  |                                  |   | 8,879,000  |   |      | 23,374,000 |   |   | 24,977,000 |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Income from equity investees                             |  |                                   | 615,000    |                                  |   | 108,000    |   |      | 2,903,000  |   |   | 1,687,000  |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Loss before income taxes                                 |  |                                   | (1,291,000 | )                                |   | (1,606,000 | ) |      | (837,000   | ) |   | (853,000   | )
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Benefit for income taxes                                 |  |                                   | (840,000   | )                                |   | (675,000   | ) |      | (618,000   | ) |   | (362,000   | )
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Net loss                                                 |  | $                                 | (451,000   | )                                | $ | (931,000   | ) | $    | (219,000   | ) | $ | (491,000   | )
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Net loss per share of common stock - Basic
 and Diluted  |  | $                                 | (.02       | )                                | $ | (.04       | ) | $    | (.01       | ) | $ | (.02       | )
|                                                         |  |                                   |            |                                  |   |            |   |      |            |   |   |            |  
|Weighted average shares outstanding - Basic
 and Diluted |  |                                   | 22,191,696 |                                  |   | 22,205,456 |   |      | 22,195,649 |   |   | 22,209,883 |  

See notes to consolidated financial
statements.

4

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

|                                                                               |  |                                |            |      |   |            |  
|------------------------------------------------------------------------------ |  | ------------------------------ | ---------- | ---- | - | ---------- | -
|                                                                               |  | Nine Months EndedSeptember 30, |           
|                                                                               |  |                                |           
|                                                                               |  | 2009                           |            | 2008 |  
|                                                                               |  |                                |            |      |  
|Cash flows from operating activities:                                          |  |                                |            |      |   |            |  
|Net loss                                                                       |  | $                              | (219,000   | )    | $ | (491,000   | )
|Adjustments to reconcile net income to net
 cash used in operating activities: |  |                                |            |      |   |            |  
|Depreciation and amortization                                                  |  |                                | 369,000    |      |   | 342,000    |  
|Income from equity investees                                                   |  |                                | (2,903,000 | )    |   | (1,687,000 | )
|Deferred taxes                                                                 |  |                                | (23,000    | )    |   | (173,000   | )
|Distribution from equity investees                                             |  |                                | 1,431,000  |      |   | 1,078,000  |  
|Employee stock based compensation                                              |  |                                | 18,000     |      |   | 613,000    |  
|Securities owned, at fair value                                                |  |                                | 33,000     |      |   |            |  
|Unrealized loss of securities owned, at
 market value  other                  |  |                                |            |      |   | 191,000    |  
|Proceeds from sale of securities owned, at
 market value - other               |  |                                |            |      |   | 236,000    |  
|Changes in:                                                                    |  |                                |            |      |   |            |  
|Receivable from clearing brokers                                               |  |                                | 313,000    |      |   | (251,000   | )
|Income tax refund receivable                                                   |  |                                | (459,000   | )    |   |            |  
|Prepaid expenses and other assets                                              |  |                                | 223,000    |      |   | (733,000   | )
|Accounts payable and accrued liabilities                                       |  |                                | (1,131,000 | )    |   | (1,313,000 | )
|                                                                               |  |                                |            |      |   |            |  
|Net cash used in operating activities                                          |  |                                | (2,348,000 | )    |   | (2,188,000 | )
|                                                                               |  |                                |            |      |   |            |  
|                                                                               |  |                                |            |      |   |            |  
|Cash flows from investing activities:                                          |  |                                |            |      |   |            |  
|                                                                               |  |                                |            |      |   |            |  
|Purchase of furniture, equipment and leasehold
 improvements                   |  |                                | (278,000   | )    |   | (698,000   | )
|Net advances repaid by equity investees                                        |  |                                | 103,000    |      |   | 156,000    |  
|                                                                               |  |                                |            |      |   |            |  
|Net cash used in investing activities                                          |  |                                | (175,000   | )    |   | (542,000   | )
|                                                                               |  |                                |            |      |   |            |  
|                                                                               |  |                                |            |      |   |            |  
|Cash flows from financing activities:                                          |  |                                |            |      |   |            |  
|Dividend on common stock                                                       |  |                                |            |      |   | (468,000   | )
|Repurchase of common stock                                                     |  |                                | (23,000    | )    |   | (26,000    | )
|                                                                               |  |                                |            |      |   |            |  
|Net cash used in financing activities                                          |  |                                | (23,000    | )    |   | (494,000   | )
|                                                                               |  |                                |            |      |   |            |  
|                                                                               |  |                                |            |      |   |            |  
|Net decrease in cash and cash equivalents                                      |  |                                | (2,546,000 | )    |   | (3,224,000 | )
|                                                                               |  |                                |            |      |   |            |  
|Cash and cash equivalents - beginning of
 period                               |  |                                | 29,617,000 |      |   | 34,589,000 |  
|                                                                               |  |                                |            |      |   |            |  
|                                                                               |  |                                |            |      |   |            |  
|Cash and cash equivalents - end of period                                      |  | $                              | 27,071,000 |      | $ | 31,365,000 |  
|                                                                               |  |                                |            |      |   |            |  
|                                                                               |  |                                |            |      |   |            |  
|Supplemental cash flow disclosures:                                            |  |                                |            |      |   |            |  
|Cash paid for:                                                                 |  |                                |            |      |   |            |  
|Income taxes                                                                   |  | $                              | 237,000    |      | $ | 567,000    |  

See notes to consolidated financial
statements.

5

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Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements 
Nine Months Ended September 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% 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As of
 September 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 |  |         |        |         | $ | 508,000 |  | $ | 508,000 | 
|Common stock                            |  | $       | 217,000 |         |   |        |  | $ | 217,000 | 
|                                        |  |         |         |         |   |         |  |   |         | 
|                                        |  | $       | 217,000 |         | $ | 508,000 |  | $ | 725,000 | 

|   |                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Common
 stocks held long classified within Level 1 of the fair value hierarchy are
 valued on the last business day of the period 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. | Loss per Share:                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                        
|   | Basic loss
 per share is calculated by dividing net loss by the weighted average
 outstanding shares during the period. Diluted loss per share is calculated by
 dividing net loss by the number of shares outstanding under the basic
 calculation and

6

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | adding all
 dilutive securities, which consist of options. The treasury stock method is
 used to reflect the dilutive effect of outstanding options. As the Company
 recognized a net loss for the three and nine months ended September 30, 2009
 and September 30, 2008, basic and diluted loss per common share for such
 periods are the same as the effect of potentially dilutive securities would
 be anti-dilutive. Potentially dilutive securities consist of outstanding
 options to acquire 1,712,200 common shares.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 September 30, 2009, Siebert had net capital of
 approximately $23,930,000 as compared with net capital requirements of
 $250,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Capital Transaction:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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 nine months ended September 30,
 2009, 12,673 shares have been purchased at an average price of $1.86 per
 share.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                                                                   |  |              |            |      |  |            | 
|---------------------------------------------------------------------------------- |  | ------------ | ---------- | ---- |  | ---------- | 
|                                                                                   |  | September 30 |           
|                                                                                   |  |              |           
|                                                                                   |  |              |            |      |  |            | 
|                                                                                   |  | 2009         |            | 2008 | 
|                                                                                   |  |              |            |      | 
|                                                                                   |  |              |            |      |  |            | 
|Total assets
 including secured demand note of $1,200,000 due from Siebert         |  | $            | 28,255,000 |      |  |            | 
|Total
 liabilities including subordinated liabilities of $1,200,000 due to Siebert |  |              | 12,964,000 |      |  |            | 
|Total
 members capital                                                            |  |              | 15,291,000 |      |  |            | 
|Nine months
 ended:                                                                |  |              |            |      |  |            | 
|Total
 revenues                                                                    |  |              | 31,166,000 |      |  | 22,774,000 | 
|Net income                                                                         |  |              | 6,155,000  |      |  | 3,470,000  | 
|Three months
 ended:                                                               |  |              |            |      |  |            | 
|Total revenues                                                                     |  |              | 9,981,000  |      |  | 7,322,000  | 
|Net income                                                                         |  |              | 1,114,000  |      |  | 211,000    | 
|Regulatory
 minimum net capital requirement                                        |  |              | 784,000    |      |  | 371,000    | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert
 charged SBS $56,000 and $84,000 for the nine months ended September 30, 2009
 and 2008, respectively, and $18,000 and $19,000 for the three months ended
 September 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 September 30, 2009 and 2008
 amounted to $546,000 and $103,000, respectively, and for the nine months
 ended September 30, 2009 and 2008 amounted to $3,016,000 and $1,700,000,
 respectively.                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Sieberts
 share of SBSs undistributed earnings amounted to $7,100,000 at September 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.                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | 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.

7

---



| |                                                         
| | --------------------------------------------------------
| | Summarized
 financial data of SBSFPC is set forth below.

|                                                            |  |              |             |      |  |         |  
|----------------------------------------------------------- |  | ------------ | ----------- | ---- |  | ------- | -
|                                                            |  | September 30 |            
|                                                            |  |              |            
|                                                            |  |              |             |      | 
|                                                            |  | 2009         |             | 2008 | 
|                                                            |  |              |             |     
|Total assets                                                |  | $            | 119,619,000 |      |  |         |  
|Total
 liabilities                                          |  |              | 118,782,000 |      |  |         |  
|Total
 members capital                                     |  |              | 837,000     |      |  |         |  
|Nine months
 ended:                                         |  |              |             |      |  |         |  
|Total
 revenues                                             |  |              | (186,000    | )*   |  | 202,000 |  
|Net loss                                                    |  |              | (340,000    | )    |  | (39,000 | )
|Three months
 ended:                                        |  |              |             |      |  |         |  
|Total
 revenues                                             |  |              | 256,000     |      |  | 58,000  |  
|Net income                                                  |  |              | 207,000     |      |  | 15,000  |  
|                                                           
|*
 Attributable to unrealized loss on derivative contracts. |  |              |             |      |  |         |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The
 Companys share of net income (loss) for the three months ended September 30, 2009
 and 2008 amounted to $69,000 and $5,000, respectively, and for the nine months
 ended September 30, 2009 and 2008 amounted to ($113,000) and ($13,000),
 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At September
 30, 2009, SBSFPC had an accumulated loss of $363,000 of which the Companys
 share was $121,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | Commitments and Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company increased its income
tax refund receivable balance based on the Companys 2008 consolidated income
tax returns which were filed in the third quarter of 2009 and recorded a benefit
of approximately $330,000 relating to prior years resulting in an effective tax rate in the three and
nine months ended September 30, 2009 of 65% and 74%, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | On January 1, 2007, the Company
adopted Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48
clarifies the criteria for recognizing tax benefits related to uncertain tax
positions and requires additional financial statements disclosure. As required
by FIN 48, the Company applied the more likely-than-not recognition
threshold to all tax positions commencing at the adoption date which resulted
in no unrecognized tax benefits in the accompanying financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | The Company is not subject to any tax examinations for any
federal or major state tax jurisdiction for years prior to 2005. The Company is
currently undergoing a New York City income tax examination for the years 2005 and
2006. The agent has proposed a potential adjustment for additional taxes and interest which could amount to
approximately $300,000 based on open tax years. The Company is contesting the adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Recent Accounting
 Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the third quarter
 of 2009, the Financial Accounting Standards Boards (FASB) Accounting
 Standards Codification became the single source of authoritative U.S. GAAP.
 The Codification does not create any new GAAP standards, but incorporates
 existing accounting and reporting standards into a new topical structure.
 Beginning with this quarterly report, the Company used a new referencing
 system to identify authoritative accounting standards, replacing the existing
 references to SFAS, EITF, FSP, etc. Existing standards will be designated by
 their Accounting Standards Codification (ASC) topical reference and new
 standards will be designated as Accounting Standards Updates (ASU) with a
 year and assigned sequence number. The adoption of the Codification did not
 have any impact on the Companys financial statements.                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On April 9, 2009, the
 FASB issued ASC No. 825-10 Financial Instruments (ASC 825-10). ASC
 825-10 amends disclosure standards to require disclosures about fair value of
 financial instruments in interim and annual financial statements. ASC 825-10
 is effective for interim periods ending after June 15, 2009 and the
 Company adopted the provisions of ASC 825-10 in the second quarter of 2009
 and had no impact on the Companys disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In May 2009, the FASB
 issued ASC No. 855-10, Subsequent Events (ASC 855-10). ASC 855-10
 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. ASC 855-10 requires the disclosure of
 the date through which an entity has evaluated subsequent events and the
 basis for that date. The Company adopted the provisions of ASC 855-10 for the
 quarter ended June 30, 2009 and has evaluated subsequent events through
 the date the financial statements were issued on November 16, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In June 2009, the
 FASB issued SFAS No. 167, Amendments to FASB Interpretation
 No. 46(R) (SFAS 167), which changes how a company determines when an
 entity that is insufficiently capitalized or is not controlled through voting
 should be consolidated. The determination of whether a company is required to
 consolidate an entity is based on, among other things, an entitys purpose
 and design and a companys ability to direct the activities of the entity
 that most significantly impact the entitys economic performance. SFAS 167
 requires an ongoing reassessment of whether a company is the primary
 beneficiary of a variable interest entity. SFAS 167 also requires additional
 disclosure about a companys involvement in variable interest entities and
 any significant changes in risk exposure due to that involvement. SFAS 167 is
 effective for the Company beginning on January 1, 2010. The Company is
 presently evaluating the effect, if any, that the adoption of SFAS 167 will
 have on its financial statements. SFAS 167 has not yet been included in the
 Codification.

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
 August 2009, the FASB issued ASU No. 2009-05, Measuring
 Liabilities at Fair Value (ASU 2009-05), codified primarily in ASC 820.
 ASU 2009-05 provides clarification and guidance regarding how to value a
 liability when a quoted price in an active market is not available for that
 liability. ASU 2009-05 is effective for the first reporting period (including
 interim periods) beginning after issuance (October 1, 2009 for the
 Company), and adoption is not expected to have a significant impact on the
 Companys financial statements.

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

This
discussion should be read in conjunction with the 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.

Business Environment

The
stock market rebounded in the third 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 22, 2008, the Board of Directors of the Company authorized a buy back
of up to 300,000 shares of common stock. During the nine months ended September
30, 2009, 12,673 shares have been purchased at an average price of $1.86 per
share.

Critical Accounting Policies

We
generally follow accounting policies standard in the brokerage industry and
believe that our policies appropriately reflect our financial position and
results of operations. Our management makes significant estimates that affect
the reported amounts of assets, liabilities, revenues and expenses and the
related disclosure of contingent assets and liabilities included in the
financial statements. The estimates relate primarily to revenue and expense
items in the normal course of business as to which we receive no confirmations,
invoices, or other documentation at the time the books are closed for a period.
We use our best judgment, based on our knowledge of these revenue transactions
and expenses incurred, to estimate the amounts of such revenue and expense. We
are not aware of any material differences between the estimates used in closing
our books for the last five years and the actual amounts of revenue and
expenses incurred when we subsequently received the actual confirmations,
invoices or other documentation. Estimates are also used in determining the
useful lives of intangible assets, and the fair market value of intangible
assets 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 loss of $451,000
and $219,000 for the three months and nine months ended September 30, 2009,
respectively.

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

Total
revenues for the three months ended September 30, 2009 were $5.4 million, a
decrease of $1.8 million or 25.2% from the same period in 2008.

Commission
and fee income for the three months ended September 30, 2009 was $4.4 million,
a decrease of $1.7 million or 27.5% from the same period in 2008. Commissions
generated by retail customers decreased due to a decrease in trading volumes as
well as a decrease in the average commission charged per trade. Additionally,
there was a decrease in fees from margin debits and 12(b)-1 fees due to lower
margin debit balances and lower rates. Our institutional trading commissions
decreased as well but there was an offset by an increase in the commission
recapture operations.

Investment
banking revenues for the three months ended September 30, 2009 were $576,000,
an increase of $176,000 or 44.0% primarily due to our participation in more new
issues in the equity capital markets.

Trading
profits were $348,000 for the three months ended September 30, 2009, a decrease
of $201,000 or 36.6% over the same period in 2008 due to a decrease in trading
volumes in the debt markets.

9

---



Interest
and dividends for the three months ended September 30, 2009 were $47,000, a
decrease of $117,000 or 71.3% 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 September 30, 2009 were $7.3 million, a
decrease of $1.6 million or 18.2% from the same period in 2008.

Employee
compensation and benefit costs for the three months ended September 30, 2009
were $2.6 million, a decrease of $392,000 or 13.1% from the same period in
2008. This decrease was primarily due to the expensing of stock options granted
to directors of our Company which vest immediately in the third quarter of 2008
as well as reduction in headcount and staff bonus accruals offset by an
increase in commissions paid based on production in the capital markets
operation, the hiring of additional institutional equity sales trader and
employee health insurance.

Clearing
and floor brokerage costs for the three months ended September 30, 2009 were
$1.3 million, a decrease of $429,000 or 25.3% from the same period in 2008
primarily due to a decrease in volume of trade executions for retail customers
offset by an increase volume relating to the commission recapture operations.

Professional
fees for the three months ended September 30, 2009, were $1.5 million, a
decrease of $803,000 or 34.4% from the same period in 2008 primarily due to
legal fees relating to a dispute with a former employee.

Advertising
and promotion expenses for the three months ended September 30, 2009 were
$173,000, a decrease of $80,000 or 31.6% from the same period in 2008 primarily
due to a decrease in production and airing of television commercials in the
Florida region and print advertising and direct mailings to our retail customer
base.

Communications
expense for the three months ended September 30, 2009, was $671,000, an
increase of $74,000 or 12.4% from the same period in 2008 primarily due to an
increase in local telephone usage and quotation costs associated with our
retail customer base.

Occupancy
costs for the three months ended September 30, 2009 were $332,000, a decrease
of $6,000 or 1.8% from the same period in 2008 due to a decrease in rent in the
California branch.

Other
general and administrative expenses for the three months ended September 30,
2009 were $696,000, an increase of $23,000 or 3.4% from the same period in 2008
due to the increase in placement fees, training, registration fees, Securities
Investor Protection Corp. fees, supplies and interest expense offset by
decreases in office expenses, data storage, travel and entertainment,
insurance, printing and messenger service.

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 September 30, 2009, was $546,000 compared to income of $103,000,
an increase of $443,000 or 430.1% from the same period in 2008, primarily due
to SBS participating in more municipal bond offerings as senior and co-managers.
SBS serves as an underwriter for municipal bond offerings. Income from our
equity investment in SBS Financial Products Company, LLC, an entity in which we
hold a 33% equity interest (SBSFPC) for the three months ended September 30,
2008, was $69,000 compared to income from our equity investment in SBSFPC of
$5,000, an increase of $64,000 from the same period in 2008. This increase was
due to a mark to market gain in positions. Income from equity investees is
considered to be integral to our operations and material to the results of
operations.

The
tax benefit for the three months ended September 30, 2009 and 2008 was $840,000
and $675,000, respectively, due to our loss before benefit of $1.3 million and
$1.6 million for the three months ended September 30, 2009 and 2008,
respectively. The Company increased its income tax refund receivable balance based on the Companys
2008 consolidated income tax returns which were filed in the third quarter of 2009 and recorded
a benefit of approximately $330,000 relating to prior years resulting in an
effective tax rate in the third quarter of 2009 of 65%. The effective tax rate for the third
quarter 2008 is approximately 42%.

Nine
Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008

Total
revenues for the nine months ended September 30, 2009 were $19.6 million, a
decrease of $2.8 million or 12.5% from the same period in 2008.

Commission
and fee income for the nine months ended September 30, 2009 was $14.1 million,
a decrease of $3.9 million or 21.8% from the same period in 2008 due to a
decrease in institutional trading and in the commission recapture operation.
Retail customer commissions decreased due to a decrease in retail customer
trade volumes. Additionally, there was a decrease in fees from margin debits
and 12(b)-1 fees due to lower margin debit balances and lower rates.

Investment
banking revenues for the nine months ended September 30, 2009 were $4.0
million, an increase of $1.2 million or 41.0% from the same period in 2008 due
to our participation in more new issues in the equity and debt capital markets.

Trading
profits were $1.4 million for the nine months ended September 30, 2009, an
increase of $586,000 or 73.2% over the same period in 2008 due to an overall
increase in trading volume primarily in the debt markets.

10

---



Interest
and dividends for the nine months ended September 30, 2009 were $98,000, a
decrease of $609,000 or 86.1% from the same period in 2008 primarily due to
lower yields on investments in U.S. Treasury Bills and money market funds.

Total
expenses for the nine months ended September 30, 2009 were $23.4 million, a
decrease of $1.6 million or 6.4% from the same period in 2008.

Employee
compensation and benefit costs for the nine months ended September 30, 2009
were $8.5 million, a decrease of $399,000 or 4.5% from the same period in 2008.
This decrease was primarily due to the expensing of stock options granted to
directors of our Company which vest immediately in the third quarter 2008 as
well as reduction in headcount and staff bonus accruals offset by a increase in
commissions paid based on production in the capital markets operation, the
hiring of additional institutional equity sales trader and employee health
insurance.

Clearing
and floor brokerage costs for the nine months ended September 30, 2009 were
$4.3 million, a decrease of $474,000 or 10.0% from the same period in 2008
primarily 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 nine months ended September 30, 2009, were $5.0 million, a
decrease of $543,000 or 9.8% from the same period in 2008 primarily due to a
decrease in legal fees, consulting fees relating to the commission recapture
business and consultants assisting with the development of the front end
computer system offset by increases in consulting fees relating to the
compliance with Sarbanes-Oxley.

Advertising
and promotion expenses for the nine months ended September 30, 2009 were
$660,000, a decrease of $197,000 or 23.0% from the same period in 2008
primarily due to decrease 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 nine months ended September 30, 2009, was $2.0 million, an
increase of $66,000 or 3.5% from the same period in 2008 primarily due to an
increase in local telephone usage offset by a decrease in quotation costs
associated with our retail customer base.

Occupancy
costs for the nine months ended September 30, 2009 were $984,000, an increase
of $3,000 or 0.3% 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 nine months ended September 30,
2009 were $2.0 million a decrease of $59,000 or 2.9% from the same period in
2008. The decrease was a result of decreases in office expenses, travel and
entertainment, insurance and subscriptions costs offset by increases in
Securities Investor Protection Corp. fees, interest expense, and 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 nine
months ended September 30, 2009, was $3.0 million, compared to income of $1.7
million, an increase of $1.3 million or 77.4% from the same period in 2008. The
increase was due to SBS participating in more municipal bond offerings as
senior manager and as co-manager.. 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 nine months ended September 30, 2009, was $113,000 as compared to a loss
from our equity investment in SBSFPC of $13,000 for the same period in 2008.
This loss was due to the mark to market loss in positions. Income and loss from
equity investees is considered to be integral to our operations and material to
the results of operations.

The
tax benefit for the nine months ended September 30, 2009 and 2008 was $618,000
and $362,000, based on our loss before income tax of $837,000 and $853,000,
respectively. The Company increased its income tax refund receivable balance
based on the Companys 2008 consolidated income tax returns which were filed
in the third quarter of 2009 and recorded a benefit
of approximately $330,000 relating to prior years resulting in an effective tax rate for
the nine months ended September 30, 2009 of 74%. The effective tax rate for the nine months ended September
30, 2008 is approximately 42%.

Liquidity and Capital Resources

Our
assets are highly liquid, consisting generally of cash and money market funds.
Our total assets at September 30, 2009 were $44 million. As of that date, $28.4
million, or 64%, of total assets were regarded by us as highly liquid.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At September 30, 2008, Sieberts regulatory net capital
was $23.9 million, $23.7 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 nine months ended September
30, 2009, 12,673 shares have been purchased at an average price of $1.86 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.

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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. We also invest in
certain short-term municipal bonds, the values of which may fluctuate during
the period they are held by us.

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

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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
Exchange Act Rule 13a-15 under the Securities Exchange Act of 1934, as amended.
Based upon that evaluation, our 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 required 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.

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Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

We
are involved in various routine lawsuits of a nature deemed to be customary and
incidental to our business. In the opinion of management, the ultimate
disposition of such actions will not have a material adverse effect on 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 4,656
shares at an average price of $2.19 in the third quarter of 2009.

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

|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |        |  |  |        
|--------------- |  | ---------------------------------- | ----- | ----------------------------- | - | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------- | ------ |  |  | -------
|Period          |  | Total Number
 Of Shares
 Purchased |       | Average Price
 Paid Per Share |   | Total Number of
 Shares Purchased
 as Part of Publicly
 Announced Plans |  | Maximum
 Number of Shares
 That May Yet Be
 Purchased Under
 The Plan
|                |  |                                    |       |                               |   |                                                                         |  |                                                                      
|July 2009       |  |                                    | 1,695 |                               | $ | 1.87                                                                    |  |                                                                       | 21,562 |  |  | 278,438
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |        |  |  |        
|August 2009     |  |                                    | 1,336 |                               | $ | 2.03                                                                    |  |                                                                       | 22,898 |  |  | 277,102
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |        |  |  |        
|September
 2009 |  |                                    | 1,625 |                               | $ | 2.66                                                                    |  |                                                                       | 24,523 |  |  | 275,477
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |        |  |  |        
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |        |  |  |        
|Total           |  |                                    | 4,656 |                               |   |                                                                         |  |                                                                       | 24,523 |  |  | 275,477

Item 3. Defaults
Upon Senior Securities

None

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

None

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.                                     

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SIGNATURES

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

| |                           |                                                      
| | ------------------------- | -----------------------------------------------------
| | SIEBERT
 FINANCIAL CORP. 
| |                           |                                                      
| | By:                       | /s/ Muriel
 F. Siebert                               
| |                           |                                                      
| |                           | Muriel F.
 Siebert                                   
| |                           | Chairwoman
 and President                            
| |                           | (principal
 executive officer)                       
| |                           |                                                      
| | Dated:
 November 16, 2009
| |                           |                                                      
| | By:                       | /s/ Joseph
 M. Ramos, Jr.                            
| |                           |                                                      
| |                           | Joseph M.
 Ramos, Jr.                                
| |                           | Executive
 Vice President and Chief Financial Officer
| |                           | (principal
 financial and accounting officer)        
| |                           |                                                      
| | Dated:
 November 16, 2009

16

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