---

---

|                                       
|---------------------------------------
|U.S. SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON,
 DC 20549                  
|                                       
|FORM 10-Q                              

|                                                       |                                                                                             
|------------------------------------------------------ | --------------------------------------------------------------------------------------------
|(Mark One)                                            
|                                                       |                                                                                             
|x                                                      | Quarterly report under Section 13 or 15(d) of the
 Securities Exchange Act of 1934          
|                                                       |                                                                                             
|                                                       | For the
 quarterly period ended June 30, 2008                                               
|                                                       |                                                                                             
|o                                                      | Transition report under Section 13 or 15(d) of the
 Securities Exchange Act of 1934         
|                                                       |                                                                                             
|                                                       | For the
 transition period from _______________________________ to _________________________
|                                                       |                                                                                             
|                                                       | Commission
 file number 0-5703                                                              
|Siebert Financial Corp.                               
|                                                      
|(Exact Name of Registrant as Specified in its Charter)

|                                                                                    |  |                                     
|----------------------------------------------------------------------------------- |  | ------------------------------------
|New York                                                                            |  | 11-1796714                          
|                                                                                    |  |                                     
|(State or Other Jurisdiction of Incorporation)                                      |  | (I.R.S. Employer Identification No.)
|                                                                                   
|885 Third Avenue, New York, NY 10022                                               
|                                                                                   
|(Address of Principal Executive Offices)                                           
|                                                                                   
|(212) 644-2400                                                                     
|                                                                                   
|(Registrants Telephone Number, Including Area Code)                               
|                                                                                   
|                                                                                   
|(Former Name, Former Address and Former Fiscal Year, if Changed Since
 Last Report)

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

Yes x No
o

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

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

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

Yes o No
x

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of July 23, 2008, there were
22,208,550 shares of Common Stock, par value $.01 per share, outstanding.

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

Certain statements contained in 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

1

---

---



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

---



Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                                                                               |  | June 30, 2008
 (Unaudited) |            | December 31,
 2007 |  
|                                                                                                                                                                                                                               |  |                            |           
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|ASSETS                                                                                                                                                                                                                         |  |                            |            |                    |   |            |  
|Cash and
 cash equivalents                                                                                                                                                                                                     |  | $                          | 6,699,000  |                    | $ | 34,589,000 |  
|Cash
 equivalents  restricted                                                                                                                                                                                                 |  |                            | 1,300,000  |                    |   | 1,300,000  |  
|Receivable
 from clearing brokers                                                                                                                                                                                              |  |                            | 2,655,000  |                    |   | 1,683,000  |  
|Securities
 owned, at market value  Treasury bills                                                                                                                                                                            |  |                            | 25,086,000 |                    |   |            |  
|Securities
 owned, at market value  other                                                                                                                                                                                     |  |                            | 271,000    |                    |   | 739,000    |  
|Furniture,
 equipment and leasehold improvements, net                                                                                                                                                                          |  |                            | 1,284,000  |                    |   | 1,037,000  |  
|Investment
 in and advances to equity investees                                                                                                                                                                                |  |                            | 6,608,000  |                    |   | 5,902,000  |  
|Prepaid
 expenses and other assets                                                                                                                                                                                             |  |                            | 920,000    |                    |   | 936,000    |  
|Intangibles,
 net                                                                                                                                                                                                              |  |                            | 815,000    |                    |   | 871,000    |  
|Deferred
 taxes                                                                                                                                                                                                                |  |                            | 846,000    |                    |   | 867,000    |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  | $                          | 46,484,000 |                    | $ | 47,924,000 |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                           |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|Liabilities:                                                                                                                                                                                                                   |  |                            |            |                    |   |            |  
|Accounts
 payable and accrued liabilities                                                                                                                                                                                      |  |                            | 4,276,000  |                    |   | 5,704,000  |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|Commitments
 and contingencies                                                                                                                                                                                                 |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|Stockholders
 equity:                                                                                                                                                                                                         |  |                            |            |                    |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,208,430 shares outstanding
 at June 30, 2008 and 23,211,846 shares issued and 22,212,346 shares
 outstanding at December 31, 2007 |  |                            | 232,000    |                    |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                                                     |  |                            | 18,860,000 |                    |   | 18,832,000 |  
|Retained earnings                                                                                                                                                                                                              |  |                            | 27,632,000 |                    |   | 27,660,000 |  
|Less: 1,003,416 shares of treasury stock,
 at cost at June 30, 2008 and 999,500 shares of treasury stock, at cost
 December 31, 2007                                                                                           |  |                            | (4,516,000 | )                  |   | (4,504,000 | )
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  |                            | 42,208,000 |                    |   | 42,220,000 |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  
|                                                                                                                                                                                                                               |  | $                          | 46,484,000 |                    | $ | 47,924,000 |  
|                                                                                                                                                                                                                               |  |                            |            |                    |   |            |  

See notes to consolidated financial
statements.

3

---



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

|                                         |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|---------------------------------------- |  | ---------------------------- | ---------- | -------------------------- | - | ---------- |  | ---- | ---------- |  | - | ---------- | 
|                                         |  | Three Months Ended
 June 30, |            | Six Months Ended
 June 30, |  
|                                         |  |                              |            |                           
|                                         |  | 2008                         |            | 2007                       |   | 2008       |  | 2007 |           
|                                         |  |                              |            |                            |   |           
|                                         |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Revenues:                                |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Commissions and fees                     |  | $                            | 5,832,000  |                            | $ | 6,607,000  |  | $    | 12,033,000 |  | $ | 13,168,000 | 
|Investment banking                       |  |                              | 1,187,000  |                            |   | 989,000    |  |      | 2,444,000  |  |   | 1,952,000  | 
|Trading profits                          |  |                              | 213,000    |                            |   | 107,000    |  |      | 252,000    |  |   | 205,000    | 
|Interest and dividends                   |  |                              | 143,000    |                            |   | 436,000    |  |      | 543,000    |  |   | 886,000    | 
|                                         |  |                              |            |                            |   |           
|                                         |  |                              | 7,375,000  |                            |   | 8,139,000  |  |      | 15,272,000 |  |   | 16,211,000 | 
|                                         |  |                              |            |                            |   |           
|                                         |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Expenses:                                |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Employee compensation and benefits       |  |                              | 2,630,000  |                            |   | 2,881,000  |  |      | 5,900,000  |  |   | 5,955,000  | 
|Clearing fees, including floor brokerage |  |                              | 1,501,000  |                            |   | 1,558,000  |  |      | 3,079,000  |  |   | 2,967,000  | 
|Professional fees                        |  |                              | 2,013,000  |                            |   | 1,275,000  |  |      | 3,199,000  |  |   | 2,308,000  | 
|Advertising and promotion                |  |                              | 301,000    |                            |   | 170,000    |  |      | 604,000    |  |   | 518,000    | 
|Communications                           |  |                              | 646,000    |                            |   | 400,000    |  |      | 1,290,000  |  |   | 785,000    | 
|Occupancy                                |  |                              | 317,000    |                            |   | 329,000    |  |      | 643,000    |  |   | 642,000    | 
|Other general and administrative         |  |                              | 668,000    |                            |   | 714,000    |  |      | 1,383,000  |  |   | 1,459,000  | 
|                                         |  |                              |            |                            |   |           
|                                         |  |                              | 8,076,000  |                            |   | 7,327,000  |  |      | 16,098,000 |  |   | 14,634,000 | 
|                                         |  |                              |            |                            |   |           
|Income from
 equity investees            |  |                              | 1,636,000  |                            |   | 422,000    |  |      | 1,579,000  |  |   | 1,356,000  | 
|                                         |  |                              |            |                            |   |           
|                                         |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Income before income taxes               |  |                              | 935,000    |                            |   | 1,234,000  |  |      | 753,000    |  |   | 2,933,000  | 
|                                         |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Provision for income taxes               |  |                              | 367,000    |                            |   | 518,000    |  |      | 313,000    |  |   | 1,232,000  | 
|                                         |  |                              |            |                            |   |           
|Net Income                               |  | $                            | 568,000    |                            | $ | 716,000    |  | $    | 440,000    |  | $ | 1,701,000  | 
|                                         |  |                              |            |                            |   |           
|                                         |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Net income per share of common stock -   |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Basic and Diluted                        |  | $                            | .03        |                            | $ | .03        |  | $    | .02        |  | $ | .08        | 
|Weighted average shares outstanding -    |  |                              |            |                            |   |            |  |      |            |  |   |            | 
|Basic                                    |  |                              | 22,211,895 |                            |   | 22,206,546 |  |      | 22,212,120 |  |   | 22,204,955 | 
|Diluted                                  |  |                              | 22,264,067 |                            |   | 22,308,769 |  |      | 22,264,654 |  |   | 22,311,526 | 

See notes to consolidated financial
statements.

4

---



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

|                                                                                             |  |                            |             |      |   |            |  
|-------------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | ---- | - | ---------- | -
|                                                                                             |  | Six Months Ended
 June 30, |            
|                                                                                             |  |                           
|                                                                                             |  | 2008                       |             | 2007 |  
|                                                                                             |  |                           
|Cash flows from operating activities:                                                        |  |                            |             |      |   |            |  
|Net income                                                                                   |  | $                          | 440,000     |      | $ | 1,701,000  |  
|Adjustments to reconcile net income to net
 cash (used in) provided by operating activities: |  |                            |             |      |   |            |  
|Depreciation and amortization                                                                |  |                            | 220,000     |      |   | 338,000    |  
|Income from equity investees                                                                 |  |                            | (1,579,000  | )    |   | (1,356,000 | )
|Deferred taxes                                                                               |  |                            | 21,000      |      |   | (39,000    | )
|Distribution from
 equity investees                                                          |  |                            | 812,000     |      |   | 2,144,000  |  
|Employee stock based compensation                                                            |  |                            | 28,000      |      |   | 47,000     |  
|Unrealized loss of securities owned, at
 market value - other                                |  |                            | 232,000     |      |   |            |  
|Proceeds from sale of securities owned, at
 market value - other                             |  |                            | 236,000     |      |   |            |  
|Changes in:                                                                                  |  |                            |             |      |   |            |  
|Receivable from clearing brokers                                                             |  |                            | (972,000    | )    |   | 2,000      |  
|Prepaid expenses and other assets                                                            |  |                            | 16,000      |      |   | (668,000   | )
|Accrued interest on securities owned, at
 market value  Treasury bills                      |  |                            | (288,000    | )    |   | (380,000   | )
|Accounts payable and accrued liabilities                                                     |  |                            | (1,428,000  | )    |   | (80,000    | )
|                                                                                             |  |                            |             |      |   |            |  
|Net cash (used in) provided by operating
 activities                                         |  |                            | (2,262,000  | )    |   | 1,709,000  |  
|                                                                                             |  |                            |             |      |   |            |  
|                                                                                             |  |                            |             |      |   |            |  
|Cash flows from investing activities:                                                        |  |                            |             |      |   |            |  
|Purchase of
 securities owned, at market value  Treasury bills                              |  |                            | (24,798,000 | )    |   |            |  
|Purchase of furniture, equipment and
 leasehold improvements                                 |  |                            | (411,000    | )    |   | (688,000   | )
|Net advances repaid by (made to) equity
 investees                                           |  |                            | 61,000      |      |   | (60,000    | )
|                                                                                             |  |                            |             |      |   |            |  
|Net cash used in investing activities                                                        |  |                            | (25,148,000 | )    |   | (748,000   | )
|                                                                                             |  |                            |             |      |   |            |  
|                                                                                             |  |                            |             |      |   |            |  
|Cash flows from financing activities:                                                        |  |                            |             |      |   |            |  
|Dividend on
 common stock                                                                    |  |                            | (468,000    | )    |   | (560,000   | )
|Proceeds from
 exercise of options                                                           |  |                            |             |      |   | 11,000     |  
|Repurchase of common stock                                                                   |  |                            | (12,000     | )    |   |            |  
|                                                                                             |  |                            |             |      |   |            |  
|Net cash used in financing activities                                                        |  |                            | (480,000    | )    |   | (549,000   | )
|                                                                                             |  |                            |             |      |   |            |  
|                                                                                             |  |                            |             |      |   |            |  
|Net (decrease)/increase in cash and cash
 equivalents                                        |  |                            | (27,890,000 | )    |   | 412,000    |  
|                                                                                             |  |                            |             |      |   |            |  
|Cash and
 cash equivalents - beginning of period                                             |  |                            | 34,589,000  |      |   | 32,606,000 |  
|                                                                                             |  |                            |             |      |   |            |  
|                                                                                             |  |                            |             |      |   |            |  
|Cash and
 cash equivalents - end of period                                                   |  | $                          | 6,699,000   |      | $ | 33,018,000 |  
|                                                                                             |  |                            |             |      |   |            |  
|                                                                                             |  |                            |             |      |   |            |  
|Supplemental cash flow disclosures:                                                          |  |                            |             |      |   |            |  
|Cash paid for:                                                                               |  |                            |             |      |   |            |  
|Income taxes                                                                                 |  | $                          | 239,000     |      | $ | 2,046,000  |  

See notes to consolidated financial
statements.

5

---



|                                          
|------------------------------------------
|Siebert Financial Corp. & Subsidiaries    
|Notes to Consolidated Financial Statements
|Six Months Ended June 30, 2008 and 2007   
|(Unaudited)                               

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The consolidated financial statements include the accounts of Siebert
 Financial Corp. (the Company) and its wholly owned subsidiaries Muriel
 Siebert & Co., Inc. (Siebert) and Siebert Womens Financial Network,
 Inc. (WFN). All material intercompany balances have been eliminated.
 Investment in two entities in which the Company has ownership interests of
 49% and 33.33% and which are integral to the Companys operations are
 accounted for by the equity method. The statements are unaudited; however, in
 the opinion of management, all adjustments considered necessary to reflect fairly
 for the period ended June 30, 2008 and 2007. The Companys financial position
 and results of operations, consisting of normal recurring adjustments, have
 been included.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The accompanying consolidated financial statements do not include all
 of the information and footnote disclosures normally included in financial
 statements prepared in accordance with generally accepted accounting
 principles 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,
 2007. 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 Owned, at Market Value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company adopted SFAS No. 157, Fair Value Measurements, in the
 first quarter of 2008. SFAS No. 157 defines fair value, establishes a
 framework for measuring fair value and requires enhanced disclosures about
 fair value measurements. As defined in SFAS No. 157, 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 June 30, 2008:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                  |  |         |            |         |  |         |  |       |   |  |   |            | 
|--------------------------------- |  | ------- | ---------- | ------- |  | ------- |  | ----- | - |  | - | ---------- | 
|Securities
owned, at market value |  | Level 1 |            | Level 2 |  | Level 3 |  | Total |  
|                                  |  |         |            |         |  |         |  |       |  
|Treasury
 bills                   |  | $       | 25,086,000 |         |  |        |  |       |  |  | $ | 25,086,000 | 
|NASDAQ
 common stock              |  | $       | 271,000    |         |  |        |  |       |  |  | $ | 271,000    | 

6

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Earnings per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Basic earnings per share is calculated by dividing net income by the
 weighted average outstanding shares during the period. Diluted earnings per
 share is calculated by dividing net income by the number of shares
 outstanding under the basic calculation and adding all dilutive securities,
 which consist of options. The treasury stock method is used to reflect the
 dilutive effect of outstanding options, which, for the three months ended
 June 30, 2008 and 2007 amounted to 52,172 and 102,223 additional shares,
 respectively, added to the basic weighted average outstanding shares of
 22,211,895 and 22,206,546, respectively and for the six months ended June 30,
 2008 and 2007 amounted to 52,534 and 106,571 additional shares, respectively
 added to the basic weighted average outstanding shares of 22,212,120 and
 22,204,955, respectively. Potentially dilutive securities consisting of
 outstanding options not included in the computation of diluted income per
 share as the effect would have been anti-dilutive for all periods amounted to
 1,162,500.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Siebert is subject to the Securities and Exchange Commissions
 Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of
 minimum net capital. Siebert has elected to use the alternative method,
 permitted by the rule, which requires that Siebert maintain minimum net
 capital, as defined, equal to the greater of $250,000 or two percent of
 aggregate debit balances arising from customer transactions, as defined. (The
 net capital rule of the New York Stock Exchange also provides that equity
 capital may not be withdrawn or cash dividends paid if resulting net capital
 would be less than five percent of aggregate debits.) As of June 30, 2008,
 Siebert had net capital of approximately $28,283,000 as compared with net
 capital requirements of $250,000.                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On
 January 22, 2008, the Board of Directors of the Company authorized a buy back
 of up to 300,000 shares of common stock. During the six months ended June 30,
 2008, 3,916 shares have been purchased at an average price of $3.39 per share,
 including 500 shares from a buy back authorized in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Siebert Brandford Shank & Co., LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Summarized financial data (presented in thousands) of Siebert
 Brandford Shank & Co., LLC, (SBS) is set forth below. Siebert holds a
 49% ownership interest in SBS which serves as an underwriter for municipal
 bond offerings. Income from SBS is considered to be integral to Sieberts
 operations and material to the results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                                                                   |  |          |            |      |  |            | 
|---------------------------------------------------------------------------------- |  | -------- | ---------- | ---- |  | ---------- | 
|                                                                                   |  | June 30, |           
|                                                                                   |  |          |           
|                                                                                   |  | 2008     |            | 2007 | 
|                                                                                   |  |          |            |      | 
|                                                                                   |  |          |            |      |  |            | 
|Total assets
 including secured demand note of $1,200,000 due from Siebert         |  | $        | 18,071,000 |      |  |            | 
|Total
 liabilities including subordinated liabilities of $1,200,000 due to Siebert |  |          | 6,533,000  |      |  |            | 
|Total
 members capital                                                            |  |          | 11,538,000 |      |  |            | 
|Six months
 ended:                                                                 |  |          |            |      |  |            | 
|Total revenues                                                                     |  |          | 15,451,000 |      |  | 14,087,000 | 
|Net income                                                                         |  |          | 3,259,000  |      |  | 2,863,000  | 
|Three months
 ended:                                                               |  |          |            |      |  |            | 
|Total revenues                                                                     |  |          | 10,850,000 |      |  | 6,430,000  | 
|Net income                                                                         |  |          | 3,356,000  |      |  | 961,000    | 

7

---



| |                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert
 charged SBS $65,000 and $120,000 for the six months ended June 30, 2008 and
 2007, respectively, and $19,000 and $60,000 for the three months ended June
 30, 2008 and 2007, respectively, for general and administrative services,
 which Siebert believes approximates the cost of furnishing such services.                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                 
| | Sieberts
 share of undistributed earnings from SBS amounted to $5,262,000 at
 June 30, 2008. Such amount may not be immediately available for
 distribution to Siebert for various reasons including the amount of SBSs
 available cash, the provisions of the agreement between Siebert and the
 principals and SBSs continued compliance with its regulatory and net capital
 requirements.

|   |                                    
|-- | -----------------------------------
|7. | 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.
| |                                                                                                                                                                                                                                                                                      
| | The
 Companys share of undistributed earnings of SBSFPC amounted to $413,000 at
 June 30, 2008.                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                      
| | Summarized
 financial data of SBSFPC is set forth below. Income/(loss) from SBSFPC is
 considered to be integral to the Companys operations and material to the
 results of operations.                                                                                             

|                        |  |          |            |      |  |          |  
|----------------------- |  | -------- | ---------- | ---- |  | -------- | -
|                        |  | June 30, |           
|                        |  |          |           
|                        |  |          |            |      | 
|                        |  | 2008     |            | 2007 | 
|                        |  |          |            |      | 
|Total assets            |  | $        | 83,882,000 |      |  |          |  
|Total
 liabilities      |  |          | 81,442,000 |      |  |          |  
|Total
 members capital |  |          | 2,440,000  |      |  |          |  
|Six months
 ended:      |  |          |            |      |  |          |  
|Total revenues          |  |          | 144,000    |      |  | 217,000  |  
|Net loss                |  |          | (53,000    | )    |  | (140,000 | )
|Three months
 ended:    |  |          |            |      |  |          |  
|Total revenues          |  |          | 56,000     |      |  | 33,000   |  
|Net loss                |  |          | (25,000    | )    |  | (147,000 | )

|   |                                        
|-- | ---------------------------------------
|8. | Commitments and Contingent Liabilities:

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

|   |          
|-- | ---------
|9. | Dividend:

8

---



| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On June 9,
 2008, the Board of Directors declared a dividend of ten cents per share on
 the common stock of the Company, which was paid on June 30, 2008 to
 shareholders of record at the close of business on June 23, 2008.
| |                                                                                                                                                                                                                               
| | The Chief
 Executive Officer of the Company waived the right to receive the dividend in
 excess of the aggregate amount paid to other shareholders.                                                                           

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

This
discussion should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2007, and the
unaudited consolidated financial statements and the notes thereto contained
elsewhere in this Quarterly Report.

Business Environment

The
uncertainty over the state of the economy downturn in the real estate and
mortgage markets weighed on the financial markets during the second quarter of
2008 and due to the high price of oil and the continues to affect interest in
buying stocks. Competition in the brokerage industry remains intense although
many of Sieberts competitors have been consolidated or have gone out of
business.

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 six months ended June 30, 2008, 3,916 shares have been purchased at
an average price of $3.39 per share, including 500 shares from a buy back
authorized in 2000.

On
June 9, 2008, the Board of Directors declared a dividend of ten cents per share
on common stock of the Company, which was paid on June 30, 2008 to shareholders
of record at the close of business on June 23, 2008. The Chief Executive
Officer of the Company waived the right to receive the dividend in excess of
the aggregate amount paid to other shareholders.

Critical Accounting Policies

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

9

---



Results of Operations

We
believe that our business reflects the current difficult business environment
for discount and online and institutional brokers. We had net income of
$568,000 and $440,000 for the three months and six months ended June 30, 2008,
respectively.

Three Months Ended June 30, 2008 Compared to
Three Months Ended June 30, 2007

Total
revenues for the three months ended June 30, 2008 were $7.4 million, a decrease
of $764,000 or 9.4% from the same period in 2007.

Commission
and fee income for the three months ended June 30, 2008 was $5.8 million, a
decrease of $775,000 or 11.7% from the same period in 2007 due to a decrease in
institutional trading and the commission recapture operation as well as a
reduction in commissions generated by a decrease in retail customers trading
volumes and a decrease in the average commission charged per trade.

Investment
banking revenues for the three months ended June 30, 2008 were $1.2 million, an
increase of $198,000 or 20.0% due to our participation in more new issues in
the equity and debt capital markets.

Trading
profits were $213,000 for the three months ended June 30, 2008, an increase of
$106,000 or 99.1% over the same period in 2007 due to an overall increase in
trading volume.

Interest
and dividends for the three months ended June 30, 2008 were $143,000, a
decrease of $293,000 or 67.2% from the same period in 2007 primarily due to
lower interest rates.

Total
expenses for the three months ended June 30, 2008 were $8.1 million, an
increase of $749,000 or 10.2% from the same period in 2007.

Employee
compensation and benefit costs for the three months ended June 30, 2008 were
$2.6 million, a decrease of $251,000 or 8.7% from the same period in 2007. This
decrease was due to decreases in commissions paid based on production, and
health benefits due to a reduced headcount in administrative and customer
service staff and staff bonus accrual; partially offset by an increase in the
hiring of institutional sales traders.

Clearing
and floor brokerage costs for the three months ended June 30, 2008 were $1.5
million, a decrease of $57,000 or 3.7% from the same period in 2007 primarily
due to a decrease in listed floor executions for institutional customers
executed at the New York Stock Exchange and a decrease in volume relating to
the commission recapture operations.

Professional
fees for the three months ended June 30, 2008, were $2.0 million, an increase
of $738,000 or 57.9% from the same period in 2007 primarily due to an increase
in legal fees relating to former employee matters, consulting fees relating to
the commission recapture business and compliance with Sarbanes-Oxley and
consultants assisting with the development of the front end computer system.

Advertising
and promotion expenses for the three months ended June 30, 2008 were $301,000,
an increase of $131,000 or 77.1% from the same period in 2007 primarily due to
marketing and promotional expenses relating to the new front end computer system.

Communications
expense for the three months ended June 30, 2008, was $646,000, an increase of
$246,000 or 61.5% from the same period in 2007 due primarily to an increase in
costs associated with our new website.

10

---



Occupancy
costs for the three months ended June 30, 2008 were $317,000, a decrease of
$12,000 or 3.7% from the same period in 2007 due to reduced rents for new space
in the California branch offset by increased rent for new space in our West
Palm Beach branch.

Other
general and administrative expenses for the three months ended June 30, 2008
were $668,000, a decrease of $46,000 or 6.4% from the same period in 2007 due
to the decrease in depreciation and amortization expenses, placement fees, printing
costs, postage, supplies and exchange fees.

Income
from Sieberts equity investment in Siebert Brandford Shank & Co., LLC, an
entity in which Siebert holds a 49% equity interest (SBS), for the three
months ended June 30, 2008, was $1.6 million, an increase of $1.1 million or
249.0% from the same period in 2007. SBS serves as an underwriter for municipal
bond offerings. This increase was due to SBS participating as manager or
co-manager in more transactions. Loss from the our equity investment in SBS Financial
Products Company, LLC, an entity in which we hold a 33% equity interest
(SBSFPC) for the three months ended June 30, 2008, was $9,000 as compared to
a loss of $49,000 from the same period in 2007. This decrease was due to a
decrease in the number of transactions during the period. Income and loss from
equity investees is considered to be integral to our operations and material to
the results of operations.

The
tax provision for the three months ended June 30, 2008 and 2007 was $367,000 and
$518,000, respectively, due to our income before income tax of $935,000 and
$1,234,000, respectively.

Six Months Ended
June 30, 2008 Compared to Six Months Ended June 30, 2007

Total
revenues for the six months ended June 30, 2008 were $15.3 million, a decrease
of $939,000 or 5.8% from the same period in 2007.

Commission
and fee income for the six months ended June 30, 2008 was $12.0 million, a
decrease of $1.1 million or 8.6% from the same period in 2007 due to a decrease
in institutional trading and in the commission recapture operation. Retail
customer volumes increased; however, the average commission charged per trade
decreased due to more retail customers executing trades online via the
Internet, which has a lower commission charge per ticket.

Investment
banking revenues for the six months ended June 30, 2008 were $2.4 million, an
increase of $492,000 or 25.2% from the same period in 2007 due to our
participation in more new issues in the equity and debt capital markets.

Trading
profits were $252,000 for the six months ended June 30, 2008, an increase of
$47,000 or 22.9% over the same period in 2007 due to an overall increase in
trading volume.

Interest
and dividends for the six months ended June 30, 2008 were $543,000, a decrease
of $343,000 or 38.7% from the same period in 2007 primarily due to lower
interest rates.

Total
expenses for the six months ended June 30, 2008 were $16.1 million, an increase
of $1.5 million or 10.0% from the same period in 2007.

Employee
compensation and benefit costs for the six months ended June 30, 2008 were $5.9
million, a decrease of $55,000 or 1.0% from the same period in 2007. This
decrease was due to a decrease in commissions paid based on production and
staff bonus accruals partially offset by hiring of additional institutional
sales traders.

Clearing
and floor brokerage costs for the six months ended June 30, 2008 were $3.1
million, an increase of $112,000 or 3.8% from the same period in 2007,
primarily due to an increase in volume of trade executions for retail customers
offset by a decrease in listed floor executions for institutional customers
executed at the New York Stock Exchange and volume relating to the commission
recapture operation.

11

---



Professional
fees for the six months ended June 30, 2008, were $3.2 million, an increase of
$891,000 or 38.6% from the same period in 2007 primarily due to an increase in
legal fees relating to former employee matters, consulting fees relating to the
commission recapture business and compliance with Sarbanes-Oxley and
consultants assisting with the development of the front end computer system.

Advertising
and promotion expenses for the six months ended June 30, 2008 were $604,000, an
increase of $86,000 or 16.6% from the same period in 2007 primarily due to
marketing and promotional expenses relating to the new front end computer
system.

Communications
expense for the six months ended June 30, 2008, was $1.3 million, an increase
of $505,000 or 64.3% from the same period in 2007 due primarily to an increase
in costs associated with our new website.

Occupancy
costs for the six months ended June 30, 2008 were $643,000, an increase of
$1,000 from the same period in 2007 due to an increase in rents for new space
in our West Palm Beach branch offset by reduced rents in the California branch.

Other
general and administrative expenses for the six months ended June 30, 2008 were
$1.4 million, a decrease of $76,000 or 5.2% from the same period in 2007. This
decrease was a result of decreases in depreciation and amortization, travel and
entertainment, placement fees, printing and exchange fees offset by increases
in subscriptions, transportation costs and office equipment.

Income
from the Sieberts equity investment in Siebert Brandford Shank & Co., LLC,
an entity in which Siebert holds a 49% equity interest (SBS) for the six
months ended June 30, 2008, was $1.6 million, compared to income of $1.4 million,
an increase of $194,000 or 13.8% from the same period in 2007. This increase
was due to an increase in SBS participating in more municipal bond offerings.
SBS serves as an underwriter for municipal bond offerings. Loss from our equity
investment in SBS Financial Products Company, LLC an entity in which we hold a
33% equity interest (SBSFPC) for the six months ended June 30, 2008, was
$18,000 as compared to a loss of $47,000 from the same period in 2007. This
decrease was due to a decrease in the number of the transactions SBSFPC entered
into in 2008.

The
tax provisions for the six months ended June 30, 2008 and 2007 were $313,000
and $1.2 million, respectively, based on our income before income tax of
$753,000 million and $2.9 million, respectively.

Liquidity and Capital Resources

Our
assets are highly liquid, consisting generally of cash, money market funds and
commercial paper. Our total assets at June 30, 2008 were $47 million. As of
that date, we regarded $34.4 million, or 74%, of total assets as highly liquid.

On
June 9, 2008, our Board of Directors declared a dividend of ten cents per share
on common stock, which was paid on June 30, 2008 to shareholders of record at
the close of business on June 23, 2008. Our Chief Executive Officer waived the
right to receive the dividend in excess of the aggregate amount paid to other
shareholders.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At June 30, 2008, Sieberts regulatory net capital was
$28.3 million, $28.0 million in excess of its minimum capital requirement of
$250,000.

On January 22, 2008, the Board of Directors of
the Company authorized a buy back of up to 300,000 shares of common stock.
During the six months ended June 30, 2008, 3,916 shares have been purchased at
an average price of $3.39 per share, including 500 shares from a buy back
authorized in 2000.

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

12

---



Siebert under
the facility are reflected on our balance sheet as cash equivalents 
restricted. SBS pays Siebert interest on this amount at the rate of 4% per
annum. The facility expires on August 31, 2010, at which time SBS is obligated
to repay to Siebert any amounts borrowed by SBS thereunder.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk

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

In
the normal course of its business, Siebert enters into transactions in various
financial instruments with off-balance sheet risk. This risk includes both
market and credit risk, which may be in excess of the amounts recognized in our
financial statements. Retail customer transactions are cleared through clearing
brokers on a fully disclosed basis. If customers do not fulfill their
contractual obligations, the clearing broker may charge Siebert for any loss
incurred in connection with the purchase or sale of securities at prevailing
market prices to satisfy the customers obligations. Siebert regularly monitors
the activity in its customer accounts for compliance with its margin
requirements. Siebert is exposed to the risk of loss on unsettled customer
transactions if customers and other counter parties are unable to fulfill their
contractual obligations.

Item 4T. Controls and Procedures

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

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

13

---



Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

We
are involved in various routine lawsuits of a nature deem to be customary and
incidental to our business. In the opinion of management, the ultimate
disposition of such actions will not have a material adverse effect on its
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, 2007, 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,
2007.

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

On May 15,
2000, our Board of Directors authorized a buy back of up to one million shares
of our common stock.

On January 22,
2008, our Board of Directors authorized the repurchase of up to 300,000 shares
of our common stock.

A summary of
our repurchase activity for the three months ended June 30, 2008 is as follows:

Issuer Purchases of Issuer Securities

|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |       |  |  |         | 
|---------- |  | ---------------------------------- | ----- | ----------------------------- | - | ----------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ----- |  |  | ------- | 
|Period     |  | Total Number
 Of Shares
 Purchased |       | Average Price
 Paid Per Share |   | Total Number of
 Shares Purchased
 as Part of Publicly
 Announced Plans |  | Maximum
 Number of Shares
 That May Yet Be
 Purchased Under
 The Plans |      
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |      
|April 2007 |  |                                    | 0     |                               |   |                                                                         |  |                                                                        | 0     |  |  | 300,500 | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |       |  |  |         | 
|May 2007   |  |                                    | 100   |                               | $ | 3.23                                                                    |  |                                                                        | 100   |  |  | 300,400 | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |       |  |  |         | 
|June 2007  |  |                                    | 3,816 |                               | $ | 3.40                                                                    |  |                                                                        | 3,816 |  |  | 296,584 | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |       |  |  |         | 
|           |  |                                    |       |                               |   |                                                                         |  |                                                                        |       |  |  |         | 
|Total      |  |                                    | 3,916 |                               | $ | 3.39                                                                    |  |                                                                        | 3,916 |  |  | 296,584 | 

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

Item 3. Defaults
Upon Senior Securities

None

14

---



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

We held our
annual meeting on June 3, 2008. At that meeting, the following matters were
voted on and received the votes indicated:

|                                    |  |     |            |          |  |         | 
|----------------------------------- |  | --- | ---------- | -------- |  | ------- | 
|(1)          Election
 of Directors |  | For |            | Withheld | 
|                                    |  |     |            |          | 
|                                    |  |     |            |          |  |         | 
|Muriel F.
 Siebert                  |  |     | 22,500,679 |          |  | 406,222 | 
|                                    |  |     |            |          |  |         | 
|Patricia L.
 Francy                 |  |     | 22,785,717 |          |  | 121,184 | 
|                                    |  |     |            |          |  |         | 
|Jane H.
 Macon                      |  |     | 22,501,780 |          |  | 405,121 | 
|                                    |  |     |            |          |  |         | 
|Leonard M.
 Leiman                  |  |     | 21,569,289 |          |  | 337,612 | 
|                                    |  |     |            |          |  |         | 
|Nancy S.
 Peterson                  |  |     | 21,829,579 |          |  | 77,322  | 
|                                    |  |     |            |          |  |         | 
|Robert P.
 Mazzarella               |  |     | 22,829,714 |          |  | 77,187  | 

Item 5. Other
Information

None

Item 6. Exhibits

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

15

---



SIGNATURES

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

| |                          |                                                       | 
| | ------------------------ | ----------------------------------------------------- | 
| | SIEBERT
 FINANCIAL CORP.
| |                         
| | By:                      | /s/ Muriel
 F. Siebert                                | 
| |                          |                                                       | 
| |                          | Muriel F.
 Siebert                                   
| |                          | Chairwoman and President                             
| |                          | (principal
 executive officer)                       
| |                         
| | Dated:
 August 14, 2008 
| |                         
| | By:                      | /s/ Joseph
 M. Ramos, Jr.                             | 
| |                          |                                                       | 
| |                          | Joseph M.
 Ramos, Jr.                                
| |                          | Executive
 Vice President and Chief Financial Officer
| |                          | (principal
 financial and accounting officer)        
| |                          |                                                      
| | Dated:
 August 14, 2008 

16

---