================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)


[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

    For the quarterly period ended     SEPTEMBER 30, 1998
                                  ----------------------------------------------

[ ] Transition report under Section 13 or 15(d) of the Exchange Act


    For the transition period from                      or
                                   ---------------------  ----------------------

                  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, NY 10022
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 644-2400
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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


     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 PRECEDING FIVE YEARS

     Check whether  registrant  filed all  documents and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after 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 November 1, 1998 there
were 21,004,960 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.

SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
SEPTEMBER 30, 1998
(UNAUDITED)


ASSETS

Cash and cash equivalents                                          $ 7,417,039
Cash equivalents - restricted                                        1,300,000
Receivable from broker-dealers                                       2,522,722
Securities owned, at market value                                    3,870,848
Secured demand note receivable from affiliate                        2,000,000
Furniture, equipment and leasehold improvements, net                   606,881
Investment in affiliate                                                819,419
Prepaid expenses and other assets                                      449,879
                                                                   -----------

Total Assets                                                       $18,986,788
                                                                   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value                $   638,460

Accounts payable and accrued liabilities                             2,405,679
                                                                   -----------

Total accounts payable and accrued liabilities                       3,044,139
                                                                   -----------

Commitments and contingent liabilities

Subordinated borrowings payable to affiliate                         3,000,000
                                                                   -----------

Stockholders' equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
   21,004,960 shares outstanding                                       210,049
Additional paid-in capital                                           6,691,002
Retained earnings                                                    6,041,598
                                                                   -----------

Total Stockholders' Equity                                          12,942,649
                                                                   -----------

Total Liabilities and Stockholders' Equity                         $18,986,788
                                                                   ===========


                 See notes to consolidated financial statements.

                                      -2-
<PAGE>


SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED            NINE MONTHS ENDED
                                                       SEPTEMBER 30,               SEPTEMBER 30,
                                                -----------------------------------------------------
                                                    1998          1997          1998         1997
                                                -----------   -----------   -----------   -----------
<S>                                             <C>           <C>           <C>           <C>        
Revenues:
   Commissions and fees                         $ 4,696,669   $ 4,720,267   $13,998,015   $13,815,520
   Investment banking                                77,161     1,627,057     3,042,887     2,975,917
   Income from equity investee                      427,419            --       427,419            --
   Trading profits                                  193,217       521,756       960,658     1,704,976
   Interest and dividends                           217,415       224,980       535,307       508,817
                                                -----------   -----------   -----------   -----------

Total revenues                                    5,611,881     7,094,060    18,964,286    19,005,230
                                                -----------   -----------   -----------   -----------

Expenses:
   Employee compensation and benefits             1,388,736     2,019,456     6,041,361     5,825,992
   Clearing fees, including floor brokerage         627,057     1,242,846     1,987,846     3,415,125
   Advertising and promotion                        509,941       641,413     1,269,085     2,180,593
   Communications                                   445,154       371,088     1,269,020     1,211,702
   Occupancy                                         58,679       163,927       413,012       490,025
   Interest                                          75,251        77,920       267,915       284,760
   Other general and administrative                 603,434       742,602     2,166,734     2,245,177
                                                -----------   -----------   -----------   -----------

Total expenses                                    3,708,252     5,259,252    13,414,973    15,653,374
                                                -----------   -----------   -----------   -----------

Income before income taxes                        1,903,629     1,834,808     5,549,313     3,351,856

Provision for income taxes                          828,935       801,485     2,305,935     1,474,485
                                                -----------   -----------   -----------   -----------

Net income                                      $ 1,074,694   $ 1,033,323   $ 3,243,378   $ 1,877,371
                                                ===========   ===========   ===========   ===========

Net income per share of common stock - basic
     and diluted                                $      0.05   $      0.05   $      0.15   $      0.09

Weighted average shares outstanding - basic
                                                 21,004,334    20,950,440    20,995,999    20,949,160

Weighted average shares outstanding - diluted
                                                 21,669,704    20,950,440    21,674,383    20,949,160
</TABLE>


                           See notes to consolidated financial statements.


                                                 -3-
<PAGE>


SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                               --------------------------
                                                                                   1998            1997
                                                                               -----------    -----------
<S>                                                                            <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                  $ 3,243,378    $ 1,877,371
   Adjustments to reconcile net income to net cash provided
      by operating activities:
        Depreciation and amortization                                              125,798        108,334
        Noncash compensation                                                        68,381             --
        Income from equity investee                                               (427,419)            --
        Changes in operating assets and liabilities:
           Net decrease (increase) in securities owned, at market value          2,693,820     (1,458,199)
           Net change in receivable from broker-dealers                           (387,883)       796,704
           Decrease (increase) in prepaid expenses and other assets                170,508       (189,804)
           Net increase (decrease) in securities sold, not yet purchased,
              at market value                                                   (1,399,087)       210,107
           (Decrease) increase in accounts payable and accrued liabilities        (765,806)       662,917
                                                                               -----------    -----------

              Net cash provided by operating activities                          3,321,690      2,007,430
                                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Increase in restricted cash equivalents                                              --     (1,300,000)
   Loan to or investment in affiliate                                           (3,000,000)      (392,000)
   Repayment of loan to affiliate                                                3,000,000             --
   Purchase of furniture, equipment and leasehold improvements                    (257,126)       (56,282)
                                                                               -----------    -----------

              Net cash (used in) investing activities                             (257,126)    (1,748,282)
                                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options                                          38,203             --
   Dividends on common stock                                                       (79,870)            --
   Issuance of shares, net of expenses                                                  --        (28,941)
                                                                               -----------    -----------

              Net cash (used in) financing activities                              (41,667)       (28,941)
                                                                               -----------    -----------

              Net increase in cash and cash equivalents                          3,022,897        230,207

Cash and cash equivalents - beginning of period                                  4,394,142        231,029
                                                                               -----------    -----------

Cash and cash equivalents - end of period                                      $ 7,417,039    $   461,236
                                                                               ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
   Cash paid for:
      Interest                                                                 $   267,915    $   306,427
      Income taxes                                                               2,829,649        868,900
</TABLE>

                             See notes to consolidated financial statements.

                                                   -4-
<PAGE>


SIEBERT FINANCIAL CORP. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)

1.   ORGANIZATION AND BASIS OF PRESENTATION:

       The  consolidated  financial  statements  include the accounts of Siebert
       Financial Corp. (the "Company") and its wholly-owned  subsidiary,  Muriel
       Siebert & Co., Inc. ("Siebert").  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-KSB for the year ended  December 31,  1997.  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.

       On  July 1,  1998,  Siebert,  Brandford,  Shank & Co.,  LLC  ("SBS  LLC")
       commenced  operations  and  succeeded  to  the  tax  exempt  underwriting
       business of the Siebert, Brandford, Shank division of Siebert. SBS LLC is
       49% owned by Siebert. Effective July 1, 1998, Siebert's investment in SBS
       LLC is accounted for on the equity method.

       Statements  of Operations  for the three and nine months ended  September
       30, 1997 have been reclassified to conform to 1998 classifications.

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 2 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 5 percent of aggregate  debits.) At September 30, 1998, Siebert
       had net capital of approximately $11,223,000 as compared with net capital
       requirements of $250,000.

3.       STOCK SPLIT:

       On April 7, 1998,  the Company split its stock 4 for 1 in order to comply
       with the rules of The Nasdaq Stock Market,  Inc.  relating to listings on
       the Nasdaq SmallCap Market. All share and per share data contained herein
       have been retroactively adjusted to reflect this stock split.


                                       -5-
<PAGE>


4.   CLEARING AGREEMENT:

       In 1998, Siebert signed a new one year agreement with its clearing broker
       which  provides,  among  other  things,  for reduced  ticket  charges and
       execution fees. Such arrangement  provides for retroactive  effect of the
       new charges and  execution  fees,  not to exceed  $1,000,000.  A pro rata
       portion of the payment was refundable  under certain  circumstances  and,
       accordingly,  Siebert recognized pre-tax income of approximately $750,000
       for the six month period ended June 30, 1998.  The balance was recognized
       in the third quarter.

5.   RIGHTS OFFERING

       The Company is offering  its  shareholders  the right to purchase one new
       share for $7.50 for each share held by them on July 29, 1998.  The rights
       will expire on December 15, 1998.


                                       -6-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

       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 since September 1998 have been extremely volatile, with
swings in the market averages approaching daily and intraday records. Meanwhile,
competition  has  continued to intensify  among all classes of brokerage  firms.
Electronic  trading  continues to grow as a retail  discount market segment with
some firms charging very low flat trading  execution fees that are difficult for
any  conventional  discount  brokerage  firm to match.  Many of the low flat fee
firms,  however,  impose  charges for services  such as mailing,  transfers  and
handling  exchange  transactions for which the Company does not currently charge
its customers. Some of those firms also direct customer orders to captive market
makers  that earn a "spread" on the order.  The Company  does not have a captive
market maker.  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 are expected to cause  continuing  pressure on fees earned by
discount brokers, including the Company, for the sale of order flow.

CURRENT DEVELOPMENTS

       In June 1998,  Siebert signed a new one-year  agreement with its clearing
broker,  which  provides,  among other things,  for reduced  ticket  charges and
execution  fees.  The clearing  broker is also paying to Siebert  $1,000,000  in
monthly  installments  through December 31, 1998. Siebert recognized $750,000 of
that amount as pre-tax income in the quarter ended June 30, 1998 and $250,000 in
the quarter  ended  September  30, 1998 when all  contingencies  relating to the
payments lapsed.  Siebert  realized the projected  clearing cost savings for the
quarter ended

                                      -7-
<PAGE>

September 30, 1998.

       In July 1998,  Siebert,  Brandford,  Shank & Co.,  L.L.C.  ("SBS")  began
operating  as a separate  broker-dealer  and,  accordingly,  the  Company  began
reporting its investment in and the operations of SBS using the equity method of
accounting.  Prior to July 1998,  the  operations  of what is now SBS were fully
consolidated with those of Siebert.

       Siebert's  commission  income per customer  trade is trending down as the
number of trades done on  SiebertNet  increases.  For the month of October 1998,
SiebertNet trades were approximately 21% of all Siebert trades. Siebert's online
trading system was in the early stage of implementation in October 1997.

       In November 1998,  Siebert agreed to acquire the retail customer accounts
of Donald K. Cowles and of Cowles, Sabol & Co., Inc. of Encino,  California. The
acquisition is expected to be completed before the end of 1998.

       In July 1998, the Company  distributed to its  shareholders  transferable
rights to  subscribe  for and  purchase one share of Common Stock for each share
held on the Record  Date,  at an exercise  price of $7.50 a share.  The offer as
extended will expire on December 15, 1998. If this offering is  successful,  the
Company currently intends to use approximately $5,000,000 of the net proceeds to
further build up and promote its SiebertNet trading service.

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997

       Total  revenues  for the nine months  ended  September  30, 1998 were $19
million,  a  decrease  of  $41,000,  or .2 %,  over  the  same  period  in 1997.
Commission  and fee  income,  investment  banking  revenues,  income from equity
investee,  and interest and dividend revenues increased as compared to the prior
year; however, trading profits decreased.

       Commission and fee income increased  $182,000,  or 1%, to $14 million for
the nine months ended September 30, 1998 due to higher volume  partially  offset
by 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. The portion of trades executed on the Company's  SiebertNet web
site is increasing at a rapid rate.

       Investment banking revenues  increased $67,000,  or 2%, to $3 million for
the nine months ended  September  30, 1998  primarily  due to the  increased tax
exempt underwriting activity by the Siebert,  Brandford, Shank division in 1998.
This division had minimal operations for the first nine months of 1997, since it
began  operations  in late  1996.  Siebert,  Brandford,  Shank & Co.,  LLP began
operations  as a  separate  broker-dealer  in July  1998 and,  accordingly,  the
Company  began to  account  for its  forty-nine  percent  interest  in  Siebert,
Brandford, Shank & Co., LLP on the equity method in the third quarter of 1998.

       Income from equity investee increased $427,000,  or 100%, to $427,000 for
the nine months ended September 30, 1998.

                                      -8-
<PAGE>

       Trading  profits  decreased  $744,000,  or 44%, to $961,000  for the nine
months ended September 30, 1998 primarily due to reduced income opportunities in
the trading of listed bond funds, the firm's principal trading activity.

       Interest and dividends increased $26,000, or 5%, to $535,000 for the nine
months  ended  September  30, 1998  primarily  due to trading  strategies  which
generated higher dividend income.

       Total  expenses for the nine months ended  September  30, 1998 were $13.4
million,  a decrease  of $2.2  million,  or 14%,  over the same  period in 1997.
Clearing  fees,  advertising  and promotion,  rent and  occupancy,  interest and
general  and  administrative  expenses  all  decreased  and all  other  expenses
increased.

       Employee  compensation and benefit costs increased $215,000, or 4%, to $6
million  for  the  nine  months  ended  September  30,  1998,  primarily  due to
commissions  paid to the Siebert,  Brandford,  Shank  division's sales personnel
resulting from increased tax exempt underwriting activity prior to July 1, 1998.

       Clearing and floor  brokerage fees decreased $1.4 million,  or 42%, to $2
million for the nine months  ended  September  30,  1998.  Such costs  decreased
primarily due to the retroactive effect of Company's new clearing agreement with
its clearing broker.

       Advertising and promotion  expense  decreased  $912,000,  or 42%, to $1.3
million for the nine months ended  September 30, 1998, due to a decreased  level
of promotional advertising.

       Communications  expense increased $57,000, or 5%, to $1.3 million for the
nine months ended September 30, 1998,  primarily due to increased quote and news
services.

       Occupancy  costs  decreased  $77,000,  or 16%, to  $413,000  for the nine
months ended  September 30, 1998,  principally due to commencement of operations
of SBS as a  separate  entity  partially  offset  by a  lease  extension  option
cancellation fee paid during 1998.

       Interest  expense  decreased  $17,000,  or 6%, to  $268,000  for the nine
months ended  September  30, 1998,  primarily  due to the decrease in the use of
short positions in proprietary trading activity.

       Other general and administrative  expenses  decreased $78,000,  or 4%, to
$2.2 million for the nine months ended  September  30,  1998,  primarily  due to
increased  business  development  expenses  related to the municipal  investment
banking staff.

       Provision for income taxes  increased  $831,000,  or 56%, to $2.3 million
for the nine months ended  September  30, 1998,  primarily due to an increase in
net income  before  income tax in the first nine months of 1998 of $2.2 million,
or 66%,  to $5.5  million  over the same period in 1997,  partially  offset by a
refund of local taxes.

THREE MONTHS ENDED  SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1997

       Total  revenues for the three months ended  September  30, 1998 were $5.6
million,  a 

                                      -9-
<PAGE>


decrease of $1.5 million,  or 21%, over the same period in 1997.  Commission and
fee income, investment banking,  interest, trading profits and dividend revenues
decreased  as  compared  to the prior year  period,  while  income  from  equity
investee increased.

       Commission and fee income decreased  $24,000,  or 1%, to $4.7 million due
to  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  decreased  $1,550,000,  or 95%, to $77,000
primarily due to the Siebert, Brandford, Shank division commencing operations as
a separate  entity under Siebert,  Brandford,  Shank & Co., LLC on July 1, 1998.
SBS LLC is 49% owned by Siebert and is accounted  for under the equity method of
accounting.

       Income from equity investee increased $427,000,  or 100%, to $427,000 for
the three months ended September 30, 1998.  Trading profits decreased  $329,000,
or 63%, to $193,000 primarily due to reduced income  opportunities in trading of
listed bond funds, the firm's principal trading activity.

       Interest and dividends decreased $8,000, or 3%, to $217,000 primarily due
to trading strategies, which generated lower dividend income.

       Total  expenses for the three months ended  September  30, 1998 were $3.7
million,  a  decrease  of  $1,551,000,  or 30%,  over the same  period  in 1997.
Employee  compensation  and  benefit  costs,  clearing  fees,   advertising  and
promotion,  occupancy,  interest and general and administrative  costs decreased
while communication expenses increased.

       Employee  compensation and benefit costs decreased  $631,000,  or 31%, to
$1.4 million primarily due to SBS LLC's commencement of operations as a separate
entity,  reduced equity underwriting profits,  reduced trading profits,  reduced
institutional equity profits, and reduced discretionary staff bonuses.

       Clearing  and  floor  brokerage  fees  decreased  $616,000,  or  50%,  to
$627,000.  Such costs decreased  primarily due to the retroactive  effect of the
Company's new clearing agreement with its clearing broker.

       Advertising and promotion expense decreased $131,000, or 21%, to $510,000
due to a decreased level of promotional advertising.

       Communications  expense increased $74,000,  or 20%, to $445,000 primarily
due to increased quote and news services.

       Occupancy costs decreased $105,000, or 64%, to $59,000 principally due to
the SBS LLC commencement of operations on July 1, 1998.

       Interest expense decreased  $3,000,  or 3%, to $75,000,  primarily due to
the decrease in the use of short positions in proprietary trading activity.

       Other general and administrative  expenses decreased $139,000, or 19%, to
$603,000  primarily due to small decreases in various  operational  expenses and
the SBS LLC commencement of operations as a separate entity.

                                      -10-
<PAGE>


       Provision  for  income  taxes  increased  $27,000,  or  3%,  to  $829,000
primarily  due to an  increase  in net  income  before  income  tax in the third
quarter of 1998 of $69,000, or 4%, to $1.9 million over the same period in 1997.

LIQUIDITY AND CAPITAL RESOURCES

       The Company's  assets are highly  liquid,  consisting  generally of cash,
money market funds and securities freely saleable in the open market.  Siebert's
total  assets at September  30, 1998 were $19 million,  of which $2 million took
the form of a secured demand note.  $13.8 million,  or 73%, of total assets were
highly liquid.

       Siebert is subject to the net capital  requirements  of the SEC, the NYSE
and other regulatory  authorities.  At September 30, 1998,  Siebert's regulatory
net capital  was $11.2  million,  $11  million in excess of its minimum  capital
requirement of $250,000.


                                      -11-
<PAGE>


                          PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

       On  October 1,  1998,  Richard M.  Feldman  resigned  as  Executive  Vice
President,  Chief Financial Officer and Assistant  Secretary of the Company.  On
November  9, 1998,  Mitchell  M. Cohen  joined  the  Company as Chief  Financial
Officer and Assistant Secretary.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

                  27 - Financial Data Schedule (Edgar Filing Only)

         (b)      Reports on Form 8-K

                  None.


                                   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:  November 12, 1998




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

                              Date:  November 12, 1998

                                      -12-