================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

      [X] Quarterly Report Pursuant to Section 13 or 15(D) of the
          Securities Exchange Act of 1934

          For the quarterly period ended  March 31, 2001
                                          --------------

      [ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act

          For the transition period from __________ to __________

          Commission File Number 0-5703
                                 -------

                             SIEBERT FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of Small Business Issuer as Specified in its Charter)

New York                                                           11-1796714
--------                                                           ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   885 Third Avenue, New York, New York 10022
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 644-2400
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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

Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS

         Indicate by check mark whether the  registrant  has filed all documents
and reports required to be filed by Section 12,13 or 15(d) of the Securities and
Exchange of 1934 Act subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS


         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of May 10, 2001, there
were 22,492,405 shares of Common Stock, par value $.01 per share, outstanding.


         Transitional Small Business Disclosure Format (check one):

Yes [ ] No [X]


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>
<CAPTION>

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition
                                                                                             March 31, 2001    December 31,
                                                                                             (unaudited)           2000
                                                                                             -----------           ----
<S>                                                                                          <C>               <C>
ASSETS
Cash and cash equivalents                                                                    $24,182,000       $26,370,000
Cash equivalents - restricted                                                                  1,300,000         1,300,000
Receivable from clearing broker                                                                1,426,000           124,000
Securities owned, at market value                                                              6,269,000         6,271,000
Furniture, equipment and leasehold improvements, net                                           2,012,000         1,956,000
Investment in and advances to affiliate                                                        1,399,000           981,000
Intangibles, net                                                                               2,134,000         2,375,000
Prepaid expenses and other assets                                                              1,244,000         1,259,000
                                                                                             -----------         ---------

                                                                                             $39,966,000       $40,636,000
                                                                                             ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value                                          $        --         $   2,000
Accounts payable and accrued liabilities                                                       3,616,000         3,950,000
                                                                                             -----------         ---------

                                                                                               3,616,000         3,952,000
                                                                                             -----------         ---------
Commitments and contingent liabilities


Stockholders' equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
22,543,095 and 22,766,795 issued and outstanding at March 31, 2001 and
December 31, 2000, respectively                                                                  229,000           229,000
Additional paid-in                                                                            17,736,000        17,736,000
capital
Retained earnings                                                                             20,324,000        19,522,000
Less: 372,400 and 148,700 shares of treasury stock, at cost at March 31,2001 and
December 31,2000, respectively                                                               (1,939,000)         (803,000)
                                                                                             -----------        ----------
                                                                                              36,350,000        36,684,000
                                                                                             -----------        ----------
                                                                                             $39,966,000       $40,636,000
                                                                                             ===========       ===========

</TABLE>


                 See notes to consolidated financial statements


                                       -2-


<PAGE>


Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Income
(unaudited)
                                                           Three Months Ended
                                                     ---------------------------
                                                                March 31,
                                                     ---------------------------
                                                         2001            2000
                                                    ------------   ------------
Revenues:
   Commissions and fees                             $  8,408,000   $ 12,652,000
   Investment banking                                    190,000        469,000
   Trading profits                                       271,000        219,000
   Income (loss) from equity investee                    573,000        (91,000)
   Interest and dividends                                420,000        372,000
                                                    ------------   ------------

                                                       9,862,000     13,621,000
                                                    ------------   ------------

Expenses:
   Employee compensation and benefits                  3,076,000      3,249,000
   Clearing fees, including floor brokerage            1,303,000      2,004,000
   Advertising and promotion                           1,015,000        572,000
   Communications                                        798,000        803,000
   Occupancy                                             259,000        175,000
   Interest                                                8,000          6,000
   Other general and administrative                    1,942,000      1,295,000
                                                    ------------   ------------

                                                       8,401,000      8,104,000
                                                    ------------   ------------

Income before income taxes                             1,461,000      5,517,000

Provision for income taxes                               658,000      2,311,000
                                                    ------------   ------------

Net income                                          $    803,000   $  3,206,000
                                                    ============   ============

Net income per share of common stock -
     Basic                                          $       0.04   $       0.14
                                                    $       0.04   $       0.14
Diluted

Weighted average shares outstanding - basic           22,382,382     22,896,604

Weighted average shares outstanding - diluted         22,672,337     23,335,314


                 See notes to consolidated financial statements.

                                       -3-

<PAGE>


Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>

                                                                                Three Months Ended
                                                                            ----------------------------
                                                                                     March 31,
                                                                                 2001            2000
                                                                            ------------    ------------
<S>                                                                         <C>             <C>
Cash flows from operating activities:
   Net income                                                               $    803,000    $  3,206,000
   Adjustments to reconcile net income to net cash (used in) provided by
      operating activities:
        Depreciation and amortization                                            291,000         103,000
            (Income) loss from equity investee                                  (573,000)         91,000
        Changes in operating assets and liabilities:
           Net (increase) decrease in securities owned, at market value            2,000           8,000
           Net (increase) decrease in receivable from clearing broker         (1,302,000)     (1,235,000)

           (Increase) decrease in prepaid expenses and other assets              117,000        (226,000)
           Net increase (decrease) in securities sold, not yet purchased,
              at market value                                                     (2,000)        (39,000)
           Net increase in taxes payable                                                       2,221,000
           Increase (decrease) in accounts payable and accrued
              liabilities                                                       (334,000)        905,000
                                                                            ------------    ------------

              Net cash (used in) provided by operating activities               (998,000)      5,034,000
                                                                            ------------    ------------

Cash flows from investing activities:
   Purchase of furniture, equipment and leasehold improvements                  (209,000)       (212,000)
   Net advances to equity investee                                               155,000            --
                                                                            ------------    ------------

              Net cash (used in) provided by investing activities                (54,000)       (212,000)
                                                                            ------------    ------------

Cash flows from financing activities:
   Proceeds from exercise of options                                                --            26,000
    Repurchase of common stock                                                (1,136,000)           --
                                                                            ------------    ------------

              Net cash (used in) provided by financing activities             (1,136,000)         26,000
                                                                            ------------    ------------

              Net (decrease) increase in cash and cash equivalents            (2,188,000)      4,848,000

Cash and cash equivalents - beginning of period                               26,370,000      22,882,000
                                                                            ------------    ------------

Cash and cash equivalents - end of period                                   $ 24,182,000    $ 27,730,000
                                                                            ============    ============

Supplemental cash flow disclosures:
   Cash paid for:
      Interest                                                              $      8,000    $      6,000
       Income taxes                                                         $    168,000    $     26,000
</TABLE>


                 See notes to consolidated financial statements.


                                      -4-
<PAGE>


Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2001
 (unaudited)

1. Organization and Basis of Presentation:


     The  consolidated  financial  statements  include  the  accounts of Siebert
     Financial Corp. (the  "Company") and its wholly owned  subsidiaries  Muriel
     Siebert & Co., Inc. ("Siebert") and Siebert Women's Financial Network, Inc.
     ("WFN").  All material  intercompany  balances  have been  eliminated.  The
     statements  are  unaudited;  however,  in the  opinion of  management,  all
     adjustments  considered necessary to reflect fairly the Company's financial
     position  and  results  of  operations,   consisting  of  normal  recurring
     adjustments, have been included.

     The accompanying  consolidated  financial  statements do not include all of
     the information  and footnote  disclosures  normally  included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles.  Accordingly, the statements should be read in conjunction with
     the audited financial statements included in the Company's Annual Report on
     Form 10-K for the year ended  December 31,  2000.  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. 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 March 31, 2001 and March
     31,  2000,  Siebert  had  net  capital  of  approximately  $19,527,000  and
     $17,645,000,  respectively,  as compared with net capital  requirements  of
     $250,000.

3. Capital Transactions:

     On May 15, 2000,  the board of directors of the Company  authorized a stock
     buy  back  program  of up to one  million  common  shares.  Shares  will be
     purchased from time to time in the open market and in private transactions.
     Through March 31, 2001,  372,400  shares have been  purchased at an average
     price of $5.21.


                                      -5-
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

          This  discussion  should  be read in  conjunction  with the  Company's
     unaudited Consolidated Financial Statements and the Notes thereto contained
     elsewhere in this Quarterly Report.

     Statements  in  this  "Management's  Discussion  and  Analysis  or  Plan of
     Operation" and elsewhere in this document,  as well as oral statements that
     may be made by the Company or by  officers,  directors  or employees of the
     Company  acting  on the  Company's  behalf,  that  are  not  statements  of
     historical or current fact constitute  "forward looking  statements" within
     the meaning of the Private  Securities  Litigation Reform Act of 1995. Such
     forward looking  statements  involve risks and  uncertainties and known and
     unknown  factors  that could cause the actual  results of the Company to be
     materially different from the historical results or from any future results
     expressed or implied by such forward looking statements, including, without
     limitation: changes in general economic and market conditions, fluctuations
     in volume and prices of  securities,  changes and  prospects for changes in
     interest  rates and demand for brokerage and investment  banking  services,
     increases in competition within and without the discount brokerage business
     through  broader   services   offerings  or  otherwise,   competition  from
     electronic   discount   brokerage  firms  offering  greater   discounts  on
     commissions than the Company, prevalence of a flat fee environment, decline
     in participation in equity or municipal  finance  underwritings,  decreased
     ticket  volume  in  the  discount  brokerage   division,   limited  trading
     opportunities,  increases  in expenses  and changes in net capital or other
     regulatory requirements.

Business Environment

          Market  conditions  during  the  first  quarter  of 2001  reflected  a
     continuation  of the bear market  that  started in 2000.  The markets  were
     characterized by low trading volumes especially when compared to the record
     levels  of the  first  quarter  of 2000,  new 52 week  trading  lows in the
     technology  weighted NASDAQ composite index, the revaluation of stocks with
     record high stock  prices,  and the fear of a recession.  At the same time,
     competition  has continued to intensify both among all classes of brokerage
     firms and within the discount  brokerage business as well as from new firms
     not  previously  in the discount  brokerage  business.  Electronic  trading
     continues  to grow as a retail  discount  market  segment  with some  firms
     offering very low flat rate trading  execution  fees that are difficult for
     any  conventional  discount  firm to meet.  Many of the  flat fee  brokers,
     however,  impose  charges  for  services  such as  mailing,  transfers  and
     handling  exchanges  which the Company  does not and they also direct their
     executions to captive  market makers which the Company does not.  Continued
     competition  from ultra low cost,  flat fee  brokers  and  broader  service
     offerings from other discount brokers could also limit the Company's growth
     or even lead to a decline  in the  Company's  customer  base,  which  would
     adversely  affect  its  results  of  operations.  Industry-wide  changes in
     trading practices, such as the advent of decimal pricing and the increasing
     use of Electronic Communications Networks, are expected to cause continuing
     pressure  on fees  earned by  discount  brokers for the sale of order flow.

          The Company,  like other  securities  firms,  is directly  affected by
     general economic and market conditions including fluctuations in volume and
     prices of  securities,  changes and prospects for changes in interest rates
     and demand for brokerage and investment banking services,  all of which can
     affect the Company's relative  profitability.  In periods of reduced market
     activity,  profitability is likely to be adversely affected because certain
     expenses,  including salaries and related costs, portions of communications
     costs and occupancy expenses, remain relatively fixed. Further, the planned
     development  and  promotion of the Company's  financial  website for women,
     WFN,  the Women's  Financial  Network,  at Siebert,  ("WFN")  resulted in a
     significant  expenditure  for the  redesign and launch of the website and a
     continuing  expenditure  for



                                      -6-
<PAGE>

     maintaining  and updating the content.  The Company  believes that revenues
     from  new  accounts  expected  to be  generated  by  the  website  will  be
     sufficient  to offset the  operating  and  promotional  cost related to the
     website. However, the Company cannot be certain that a sufficient number of
     new accounts  will be generated to offset the costs or produce  significant
     profits.

          Earnings for any period should not be considered representative of any
     other period.

Current Developments

          On May 15, 2000,  the board of  directors of the Company  authorized a
     buy back of up to 1 million  common  shares.  Shares will be purchased from
     time to time in the open market and in private transactions.  Through April
     30, 2001, 438,500 shares have been purchased at an average price of $5.18.

          In October,  2000,  the Company  announced  the  creation of a woman's
     financial  website  and the  purchase of two  women's  financial  websites,
     wfn.com and  herdollar.com,  that will serve as the  foundation for the new
     site. The Company's new website,  WFN, the Women's  Financial  Network,  at
     Siebert (wfn.com), currently offers financial education,  interactive tools
     and resources and a link to WFN Invest, a division of Muriel Siebert & Co.,
     Inc. that offers  transaction  capabilities and all the products offered by
     SiebertNet.com.  The site was  redesigned and relaunched in April 2001. The
     Company believes that the site will be a destination for women (and men) to
     manage  their  financial   affairs  with  a  greater  degree  of  ease  and
     confidence.

Results of Operations

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

          Total  revenues  for the three  months  ended March 31, 2001 were $9.9
     million, a decrease of $3.8 million or, 27.6% over the same period in 2000.
     Trading  profits,  income from  investment  in  affiliate  and interest and
     dividend revenues  increased as compared to the prior year;  commission and
     fee income and investment banking revenues however decreased.

          Commission  and fee income for the three  months  ended March 31, 2001
     was $8.4 million, a  decrease of $4.2 million or 33.5% over the same period
     in 2000 due to a substantial  reduction in trading  volume as result of the
     bear market conditions during 2001,  especially when compared to the record
     trading  volumes  in  the  first  quarter  of  2000.  In  addition,   lower
     commissions  earned per trade  resulting from the increase of  lower-priced
     electronic  trading,  price  reductions on other related services caused by
     increased competition from ultra low cost, flat fee brokers and a reduction
     of order flow fees.

          Investment  banking revenues for the three months ended March 31, 2001
     were $190,000, a decrease of $279,000 or 59.5% over the same period in 2000
     due to the decreased activity in the new issue market as result of the bear
     market conditions during 2001.

          Trading  profits  for the  three  months  ended  March  31,  2001 were
     $271,000 an increase of $52,000 or 23.7% over the same period in 2000.

          Interest and  dividends for the three months ended March 31, 2001 were
     $420,000,  an  increase  of $48,000  or 12.9% over the same  period in 2000
     primarily  due to higher cash balances  available for temporary  investment
     partially offset by lower interest rates.

          Total  expenses for the three months March 31, 2001 were $8.4 million,
     an increase of $297,000 or 3.7% over the same period in 2000.



                                      -7-

<PAGE>

         Employee  compensation  and benefit  costs for the three  months ended
     March 31, 2001 were $3.1  million,  a decrease of $173,000 or 5.3% over the
     same  period in 2000.  This  decrease  was  primarily  due to a decrease in
     discretionary  payments to employees  coupled with a decrease in commission
     payouts  due to the low  trading  volumes  partially  offset  by  increased
     personnel  needed to maintain and manage the Company's  website the Women's
     Financial Network, at Siebert.

         Clearing and floor brokerage fees for the three months ended March 31,
     2001 were $1.3  million,  a  decrease  of  $701,000  or 35.0% over the same
     period in 2000 primarily due to the decreased volume of trade executions.

         Advertising and promotion expenses for the three months ended March 31,
     2001 were $1.0  million,  an  increase  of  $443,000 or 77.4% over the same
     period in 2000 due to increased  promotion  expenditures in connection with
     the redesigned  website for WFN,  partially  offset by decreased  print and
     media advertisement by Siebert due to the downturn in the economy.

         Communications  expense for the three months ended March 31, 2001, was
     $798,000, a decrease of $5,000 or .6% over the same period in 2000.

         Occupancy  costs  for the  three  months  ended  March  31,  2001  was
     $259,000,  an  increase  of  $84,000  or 48% over the same  period in 2000,
     principally  due to the move of some of the Company's  operations to Jersey
     City,  New Jersey,  the opening of a branch in Fremont,  California and the
     opening  of a  branch/customer  service  call  center  in  Ft.  Lauderdale,
     Florida.

         Interest expense for the three months ended March 31, 2001 was $8,000,
     an increase of $2,000 or 33.3% over the same period in 2000.

         Other  general  and  administrative  expenses  were $1.9  million,  an
     increase of $647,000 or 50% over the same period in 2000  primarily  due to
     higher  depreciation  and  amortization  relating to the  website  purchase
     coupled with higher consulting costs.

          Provision for income taxes  decreased for the three months ended March
     31, 2001 to $658,000,  a decrease of $1.7 million, or 71.5%,  primarily due
     to a decrease  in net income  before tax in the first  quarter to 2001 $1.5
     million as  compared to net income  before tax of $5.5  million in the same
     period in 2000.

Liquidity and Capital Resources

          The Company's assets are highly liquid,  consisting generally of cash,
     money market funds and securities  freely  salable in the open market.  The
     Company's total assets at March 31, 2001 were $40 million.  As of March 31,
     2001,  $31.9  million or 79.8% of total assets were regarded by the Company
     as highly liquid.

          Siebert is subject to the net  capital  requirements  of the SEC,  the
     NYSE and  other  regulatory  authorities.  At  March  31,  2001,  Siebert's
     regulatory  net capital was $19.7  million,  $19.5 million in excess of its
     minimum capital requirement of $250,000.

Impact of Inflation

                  General inflation in the economy increases operating expenses
         of most businesses. The Company has provided compensation increases
         generally in line with the inflation rate and incurred higher prices
         for goods and services. While the Company is subject to inflation as
         described above, management believes that inflation currently does not
         have a material effect on the Company's operating results, but there
         can be no assurance that this will continue to be so in the future.

                                      -8-
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Financial Instruments Held For Trading Purposes:

          Through Siebert, the Company maintains  inventories in exchange-listed
     and NASDAQ equity securities on both a long and short basis. The fair value
     of all securities at March 31, 2001 was approximately  $6.3 million in long
     positions and $0 in short  positions.  The fair value of all  securities at
     March  31,  2000 was  approximately  $2.6  million  in long  positions  and
     approximately $11,000 in short positions. Using a hypothetical 10% increase
     or  decrease  in  prices,  the  potential  loss  or  gain  in  fair  value,
     respectively,  is estimated  to be  approximately  $630,000  and  $263,000,
     respectively,  due to the  offset of change in fair value of long and short
     positions.

Financial Instruments Held For Purposes Other Than Trading:

               Working  capital  is  generally  temporarily  invested  in dollar
          denominated money market funds and overnight certificates of deposits.
          These  investments are not subject to material changes in value due to
          interest rate movements.


                                      -9-
<PAGE>


Part II. OTHER INFORMATION

     Item 1. Legal Proceedings

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

     Item 2. Changes in Securities and Use of Proceeds

               None

     Item 3. Defaults Upon Senior Securities

               None

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

               None.

     Item 5. Other Information

               None.

     Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

               None.

     (b) Reports on Form 8-K

               None.

                                      -10-
<PAGE>




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
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
                                        Chair and President
                                        (Principal executive officer)

                                  Date:  May 14, 2001




                                  By:   /s/  Mitchell M. Cohen
                                        ----------------------
                                        Mitchell M. Cohen
                                        Chief Financial Officer and
                                        Assistant Secretary
                                        (principal financial and accounting
                                        officer)

                                   Date: May 14, 2001