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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Form 10-Q



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended: June 30,
2003



Commission File No.  0-5703



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Siebert Financial
Corp.

(Exact name of registrant as specified in its
charter)



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



**885 Third Avenue, New York,
NY    
           
10022**

(Address
of principal executive offices)        
              (Zip
Code)



(212) 644-2400

(Registrant's telephone number, including area
code)



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Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the
Securities 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 ̈



Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the exchange Act).



Yes ̈No x



Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the latest practicable date.



|Class                                        |  | Outstanding atAugust 6, 2003
|-------------------------------------------- |  | ----------------------------
|Common
      Stock, par value $.01 per share |  | 22,265,685                  



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

Certain statements
contained in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" below and elsewhere in this document, as well as oral
statements that may be made by the Company or by its officers, directors or
employees 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;
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 the Company; the prevalence of a flat fee environment;
decline in participation in equity or municipal finance underwritings; limited
trading opportunities; the method of placing trades by the Company's customers;
computer and telephone system failures; the level of spending by the Company 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. The Company undertakes 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 the Company involves various risks,
including those mentioned above and those which are detailed from time to time
in the Company's Securities and Exchange Commission filings.



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Siebert
Financial Corp.

S.E.C. FORM 10-Q



June 30, 2003





INDEX



|           |  |                                                                                                                                                           
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                                                                           
|           |  |                                                                                                                                                           
|PART I.    |  | FINANCIAL
      INFORMATION                                                                                                                               
|           |  |                                                                                                                                                           
|           |  | Item
      1. Financial Statements                                                                                                                        
|           |  |                                                                                                                                                           
|           |  | ConsolidatedStatements
      of Financial ConditionJune
      30, 2003 (unaudited)and December 31, 2002 (audited)                                         
|           |  |                                                                                                                                                           
|           |  | Consolidated
      Statements of Operations (unaudited)
      Three
      months ended June 30, 2003 and 2002Six
      months ended June 30, 2003 and 2002
|           |  |                                                                                                                                                           
|           |  | Consolidated
      Statements of Cash Flows (unaudited)
      Six
      months ended June 30, 2003 and 2002                                               
|           |  |                                                                                                                                                           
|           |  | Notes
      to Financial Statements                                                                                                                       
|           |  |                                                                                                                                                           
|           |  | Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations                                                 
|           |  |                                                                                                                                                           
|           |  | Item
      3. Quantitative and Qualitative Disclosures About Market
Risk                                                                                  
|           |  |                                                                                                                                                           
|           |  | Item
      4. Controls and Procedures                                                                                                                     
|           |  |                                                                                                                                                           
|PART II.   |  | OTHER
      INFORMATION                                                                                                                                   
|           |  |                                                                                                                                                           
|           |  | Item
      1. Legal Proceedings                                                                                                                           
|           |  | Item
      2. Changes in Securities                                                                                                                       
|           |  | Item
        3. Defaults Upon Senior Securities and use of Proceeds                                                                                       
|           |  | Item
      4. Submission of Matters to Vote to Security Holders                                                                                           
|           |  | Item 5. Other Information                                                                                                                                 
|           |  | Item 6. Exhibits and Reports on Form 8-K                                                                                                                  
|           | 
|SIGNATURES |  | 16                                                                                                                                                        





3





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|                                                                                      |                     |            |                    |  
|------------------------------------------------------------------------------------- | ------------------- | ---------- | ------------------ | -
|                                                                                      |                     |            |                    |  
|Item 1. Financial Statements.                                                         |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|Siebert Financial Corp. &
      Subsidiaries                                          |                     |            |                    |  
|Consolidated Statements of Financial
      Condition                                  |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      | June 30,
      2003 |            | December
      31, |  
|                                                                                      | (Unaudited)         |            | 2002               |  
|                                                                                      |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|ASSETS                                                                                |                     |            |                    |  
|Cash and cash equivalents                                                             | $                   | 20,155,000 |                    | $
|Cash equivalents - restricted                                                         |                     | 1,300,000  |                    |  
|Receivable from clearing brokers                                                      |                     | 1,979,000  |                    |  
|Advance to clearing broker                                                            |                     | 1,500,000  |                    |  
|Securities owned, at market value                                                     |                     | 4,433,000  |                    |  
|Furniture, equipment and leasehold
      improvements, net                            |                     | 2,224,000  |                    |  
|Investment in and advances to equity
      investee                                   |                     | 2,809,000  |                    |  
|Intangibles, net                                                                      |                     | 2,846,000  |                    |  
|Prepaid expenses and other assets                                                     |                     | 1,654,000  |                    |  
|Deferred tax asset                                                                    |                     | 1,033,000  |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      | $                   | 39,933,000 |                    | $
|                                                                                      |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY                                            |                     |            |                    |  
|Accounts payable and accrued
    liabilities                                          |                     | 4,778,000  |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      |                     | 4,778,000  |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|Commitments and contingent
    liabilities                                            |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|Stockholders' equity:                                                                 |                     |            |                    |  
|Common stock, $.01 par value; 49,000,000
      shares authorized,                     |                     |            |                    |  
|22,972,967 shares issued and 22,270,599 shares
      outstanding at June 30, 2003 and |                     |            |                    |  
|22,968,167 shares issued and 22,395,767 shares
      outstanding at December 31, 2002 |                     | 229,000    |                    |  
|Additional paid-in capital                                                            |                     | 17,890,000 |                    |  
|Retained earnings                                                                     |                     | 20,328,000 |                    |  
|Less: 702,368 and 572,400 shares of treasury
      stock, at cost at June 30, 2003    |                     |            |                    |  
|and December 31, 2002, respectively                                                   | (3,292,000          | )          | (2,819,000         | )
|                                                                                      |                     |            |                    |  
|                                                                                      |                     | 35,155,000 |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      |                     |            |                    |  
|                                                                                      | $                   | 39,933,000 |                    | $
|                                                                                      |                     |            |                    |  

See notes to consolidated financial
statements.

4



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|Siebert Financial Corp. &
      Subsidiaries        |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|--------------------------------------------------- | ------------------------ | -------------- | ------- | ---------------------- | -------- | ------------ | ---------- | --------- | ---------- | ---------- | --------- | --------- | ----- | ---- | -
|Consolidated Statements of
      Operations         |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|(Unaudited)                                         |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|                                                    | Three
      Months Ended |                |         | Six
      Months Ended |         
|                                                    |                          | June
      30, |         |                        |          | June
    30, |           
|                                                    |                          |                |         |                        |          |              |           
|                                                    | 2003                     | 2002           |         | 2003                   |          | 2002         |           
|                                                    |                          |                |         |                        |          |              |           
|Revenues:                                           |                          |                |         |                        |          |              |            |           |            |           
|Commissions and
    fees                            | $                        | 5,261,000      | $       | 5,072,000              |          | $            | 9,387,000  |           | $          | 10,297,000 |          
|Investment banking                                  |                          |                | 242,000 |                        | 278,000  |              |            | 718,000   |            |            |           | 802,000   |      
|Trading profits                                     |                          |                | 207,000 |                        | 316,000  |              |            | 404,000   |            |            |           | 527,000   |      
|Income from equity
      investee                   |                          |                | 753,000 |                        | 503,000  |              |            | 1,464,000 |            |            |           | 625,000   |      
|Interest and
    dividends                          |                          |                | 148,000 |                        | 202,000  |              |            | 243,000   |            |            |           | 340,000   |      
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |      
|                                                    |                          | 6,611,000      |         | 6,371,000              |          | 12,216,000   |            |           | 12,591,000 |           
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |      
|Expenses:                                           |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Employee compensation and
      benefits            |                          | 2,201,000      |         | 2,226,000              |          |              | 4,429,000  |           |            |            | 4,578,000 |          
|Clearing fees, including
      floor brokerage      |                          | 1,054,000      |         | 938,000                |          |              | 1,906,000  |           |            |            | 1,870,000 |          
|Advertising and
      promotion                     |                          |                | 304,000 |                        | 682,000  |              |            | 664,000   |            |            |           | 1,094,000 |      
|Communications                                      |                          |                | 745,000 |                        | 592,000  |              |            | 1,492,000 |            |            |           | 1,142,000 |      
|Occupancy                                           |                          |                | 296,000 |                        | 224,000  |              |            | 560,000   |            |            |           | 461,000   |      
|Interest                                            |                          |                | 5,000   |                        |          | -            |            |           | 6,000      |            |           |           | 1,000 |     
|Other general and
      administrative              |                          | 1,579,000      |         | 3,199,000              |          |              | 3,245,000  |           |            |            | 4,498,000 |          
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |          
|                                                    |                          | 6,184,000      |         | 7,861,000              |          | 12,302,000   |            |           | 13,644,000 |           
|                                                    |                          |                |         |                        |          |              |            |           |            |           
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Income (loss) before income taxes                   |                          |                | 427,000 | (1,490,000             | )        |              | (86,000    | )         |            | (1,053,000 | )        
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Provision (benefit) for income taxes                |                          |                | 181,000 |                        | (622,000 | )            |            | (37,000   | )          |            |           | (440,000  | )    
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |      
|Net income (loss)                                   |                          | $              | 246,000 | $                      | (868,000 | )            | $          | (49,000   | )          | $          |           | (613,000  | )    
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |      
|                                                    |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Net income (loss) per share of common stock
      - |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Basic and Diluted                                   |                          | $              | .01     | $                      |          | (.04         | )          | $         | -          |            | $         |           |       | (.03 | )
|Weighted average shares outstanding
-               |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Basic                                               | 22,345,669               | 22,406,220     |         | 22,357,870             |          |              | 22,397,828 |          
|Weighted average shares outstanding
-               |                          |                |         |                        |          |              |            |           |            |            |           |           |       |      |  
|Diluted                                             | 22,618,211               | 22,406,220     |         | 22,357,870             |          | 22,397,828   |           

See notes to consolidated financial
statements.

5



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|Siebert Financial Corp. &
        Subsidiaries                                      |                  |            |          |   |            |            |           |            |  
|----------------------------------------------------------------------------------- | ---------------- | ---------- | -------- | - | ---------- | ---------- | --------- | ---------- | -
|Consolidated Statements of Cash Flows                                               |                  |            |          |   |            |            |           |            |  
|(Unaudited)                                                                         |                  |            |          |   |            |            |           |            |  
|                                                                                    | Six Months Ended |           
|                                                                                    |                  | June 30,   |         
|                                                                                    |                  |           
|                                                                                    | 2003             |            |          |   | 2002       |           
|                                                                                    |                  |           
|Cash flows from operating activities:                                               |                  |            |          |   |            |           
|Net loss                                                                            |                  | $          | (49,000  | ) |            | $          | (613,000  | )         
|Adjustments to reconcile
        net loss to net cash used in operating activities: |                  |            |          |   |            |            |           |            |  
|Depreciation and amortization                                                       |                  |            | 834,000  |   |            |            |           | 805,000    |  
|Income
        from equity investee                                                 |                  | (1,464,000 | )        |   |            | (625,000   | )        
|Changes
        in operating assets and liabilities:                                |                  |            |          |   |            |            |           |            |  
|Net decrease in securities owned, at market value                                   |                  |            | 792,000  |   |            |            |           | 366,000    |  
|Net (increase) decrease in receivable from clearing brokers                         |                  | (879,000   | )        |   |            |            | 27,000    |           
|Decrease (increase) in prepaid expenses and other assets                            |                  |            | 162,000  |   |            |            | (273,000  | )         
|Net change in deferred taxes                                                        |                  | (187,000   | )        |   |            | (184,000   | )        
|Decrease in accounts payable and accrued liabilities                                |                  | (6,000     | )        |   |            | (414,000   | )        
|                                                                                    |                  |            |          |   |            |            |          
|Net
        cash used in operating activities                                       |                  | (797,000   | )        |   |            | (911,000   | )        
|                                                                                    |                  |            |          |   |            |            |          
|                                                                                    |                  |            |          |   |            |            |           |            |  
|Cash flows from investing activities:                                               |                  |            |          |   |            |            |           |            |  
|Purchase of furniture, equipment
        and leasehold improvements                 |                  |            | (127,000 | ) |            |            |           | (1,070,000 | )
|Return of deposit on equipment                                                      |                  |            | 241,000  |   |            |            |          
|Advance to clearing broker                                                          |                  | (1,500,000 | )        |   |            |            |           |           
|Purchase of customer accounts                                                       |                  | (1,100,000 | )        |   | (1,000,000 | )         
|Net (advances) collections
        of advances by equity investee                   |                  |            | (40,000  | ) |            |            | 1,566,000 |           
|Distribution from equity investee                                                   |                  | 1,443,000  |          |   |            |            | 8,000     |           
|                                                                                    |                  |            |          |   |            |            |           |           
|Net cash
        used in investing activities                                       |                  | (1,083,000 | )        |   |            | (496,000   | )        
|                                                                                    |                  |            |          |   |            |            |          
|                                                                                    |                  |            |          |   |            |            |           |            |  
|Cash flows from financing activities:                                               |                  |            |          |   |            |            |           |            |  
|Proceeds from Exercise of
        Options                                           |                  |            | 10,000   |   |            |            |           | 84,000     |  
|Repurchase of common stock                                                          |                  | (473,000   | )        |   |            |            | (24,000   | )         
|                                                                                    |                  |            |          |   |            |            |           |           
|Net cash (used in) provided by financing activities                                 |                  | (463,000   | )        |   |            |            | 60,000    |           
|                                                                                    |                  |            |          |   |            |            |           |           
|                                                                                    |                  |            |          |   |            |            |           |            |  
|Net decrease in cash and cash equivalents                                           |                  | (2,343,000 | )        |   | (1,347,000 | )         
|                                                                                    |                  |            |          |   |            |            |           |            |  
|Cash and cash equivalents - beginning of period                                     |                  | 22,498,000 |          |   | 25,670,000 |           
|                                                                                    |                  |            |          |   |            |           
|                                                                                    |                  |            |          |   |            |            |           |            |  
|Cash and cash equivalents - end of period                                           | $                | 20,155,000 |          |   | $          | 24,323,000 |          
|                                                                                    |                  |            |          |   |            |           
|                                                                                    |                  |            |          |   |            |            |           |            |  
|                                                                                    |                  |            |          |   |            |            |           |            |  
|Supplemental cash flow disclosures:                                                 |                  |            |          |   |            |            |           |            |  
|Cash paid for:                                                                      |                  |            |          |   |            |            |           |            |  
|Interest                                                                            |                  |            | 6,000    |   |            |            |           | 1,000      |  
|Income taxes                                                                        | $                |            | 28,000   |   |            |            | $         | 305,000    |  

See notes to consolidated financial
statements.

6





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Siebert Financial Corp. &
Subsidiaries Notes to Consolidated Financial Statements Six Months Ended June
30, 2003 and 2002 (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, 2002. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Stock-Based
      Compensation:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
|Statement of Financial Accounting Standards
        ("SFAS") No. 123, Accounting for Stock-Based Compensation ("SFAS 123")
        as amended by SFAS No. 148, (Accounting for Stock-Based Compensation -
        Transition and Disclosure an amendment to FASB Statement 123), allows
        the fair value of stock-based compensation to be included in expense
        over the period earned; alternatively, if the fair value of stock-based
        compensation awards are not included in expense, SFAS 123 requires
        disclosure of net income (loss), on a pro forma basis, as if expense
        treatment had been applied. As permitted by SFAS 123, the Company
        continues to account for such compensation under Accounting Principles
        Board Opinion No. 25 ("APB 25"), Accounting for Stock Issued to
        Employees, and related interpretations, pursuant to which no
        compensation cost was recognized in connection with the issuance of
        stock options, as all options granted under the 1997 Stock Option Plan
        had an exercise price equal to or greater than the fair value of the
        underlying common stock on the date of grant. Had the Company elected to
        recognize compensation expense for the stock option plan, consistent
        with the method prescribed by SFAS 123, the Company's net income (loss)
        and net income (loss) per share for the three months and six months
        ended June 30, 2003 and 2002 would have (decreased) increased the pro
        forma amounts as follows:

|                                                             | Three Months   |         |          | Six Months     |           
|------------------------------------------------------------ | -------------- | ------- | -------- | -------------- | ----------
|                                                             | Ended June 30, |         |          | Ended June 30, |           
|                                                             |                | 2003    |          |                | 2002      
|                                                             |                |         |          |                |           
|                                                             |                |         |          |                |           
|Net income (loss), as reported                               | $              | 246,000 |          | $              | (868,000  
|Stock-based employee compensation
        determined         |                |         |          |                |           
|under
        APB 25                                         |                | -       |          |                | -         
|Stock-based employee compensation
        determined         |                |         |          |                |           
|under
        the fair value based method, net of tax effect | (140,000       | )       | (510,000 | )              |           
|                                                             |                |         |          |                |           
|Pro forma net income (loss)                                  | $              | 106,000 |          | $              | (1,378,000
|                                                             |                |         |          |                |           
|                                                             |                |         |          |                |           
|Net income (loss) per share - basic:                         |                |         |          |                |           
|                                                             |                |         |          |                |           
|As reported                                                  | $              | .01     |          | $              | (.03      
|                                                             |                |         |          |                |           
|Pro forma                                                    | $              | .01     |          | $              | (.06      
|                                                             |                |         |          |                |           
|Net income (loss) per share - diluted:                       |                |         |          |                |           
|                                                             |                |         |          |                |           
|As reported                                                  | $              | .01     |          | $              | (.03      
|Pro forma                                                    | $              | .01     |          | $              | (.06      



7



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|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 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, 2003, Siebert had net capital
      of approximately $15,476,000 as compared with net capital requirements of
      $250,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 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 June 30,
      2003, 702,368 shares have been purchased at an average price of $4.68 per
      share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Option
  Grants:           
|During the six months
      ended June 30, 2003, the Company's Board of Directors granted options to
      employees of the Company to purchase an aggregate of 25,000 shares of the
      Company's common stock at an exercise price of $2.68, the fair market
      value on the date of grant. The employee options granted during the period
      vest 20% per year for five years and expire ten years from the date of
      grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Recent
      Developments: 
|The Joint Brokerage Service
        ("JBS") for customers of Quicken and Quicken.com, inaugurated in 2002
        under the Strategic Alliance Agreement ("Agreement") between Siebert and
        Intuit Inc. ("Intuit"), has produced results substantially below expectations.
        Revenues during the six months ended June 30, 2003 were nominal. New accounts
        added since inauguration of the JBS, through the second quarter of 2003,
        were far below initial expectations. Based on (a) reports from Intuit,
        (b) the costs incurred by Siebert and (c) an equal sharing of costs, the
        charges to the operations of the Company relating to the JBS during the
        three and six months ended June 30, 2003 are approximately $562,000 and
        $1.2 million, respectively, which includes technology, marketing and content
        expenses of approximately $376,000 and $746,000 for the three and six
        months ended June 30, 2003, respectively, and certain brokerage and other
        services expenses of $185,000 and $414,000 for the three and six months
        ended June 30, 2003, respectively. The Company and Intuit have agreed
        that the JBS should be terminated and ongoing costs reduced until termination
        can be effected.  Although all amounts for which the Company may
        be obligated under the Strategic Alliance Agreement have been accrued
        for through June 30, 2003, certain outstanding disputes over expense allocations
        and other issues between the Company and Intuit, including whether Intuit
        should bear the major financial responsibility for the Strategic Alliance,
        have not been resolved.
|7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Account
    Purchases:     
|In January 2003 Siebert
      agreed to acquire certain retail discount brokerage accounts from Your
      Discount Broker, Inc ("YDB") for $1.1 million. These accounts were
      transferred to Siebert in March 2003. The purchase price for the customer
      accounts is included in "Intangibles" and is being amortized over a
      five-year period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



8



---



|8.                                                                                                                                                                                                                                                     | Siebert Brandford Shank &
      Co., LLC:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------
|Summarized financial data (presented
        in thousands) of Siebert Brandford Shank & Co., LLC, ("SBS") as of
        and for the six months ended June 30, 2003 and 2002 is set forth below.
        Siebert holds a 49% ownership interest in SBS.

|                                                               |   | 2003      |  |   | 2002       | 
|-------------------------------------------------------------- | - | --------- |  | - | ---------- | 
|                                                               |   |           |  |   |            | 
|                                                               |   |           |  |   |            | 
|Total assets                                                   | $ | 8,808,000 |  | $ | 12,192,000 | 
|Total liabilities, including
      subordinated liabilities of |   |           |  |   |            | 
|$1,200,000                                                     | $ | 3,225,000 |  | $ | 8,752,000  | 
|Total members' capital                                         | $ | 5,583,000 |  | $ | 3,439,000  | 
|Total revenues                                                 | $ | 8,890,000 |  | $ | 5,514,000  | 
|Net income                                                     | $ | 2,987,000 |  | $ | 1,276,000  | 

Siebert charged SBS $120,000 for the six months ended
for rent and general and administrative services, which Siebert believes
approximates the cost of furnishing such services.

Siebert's share of undistributed earnings from SBS
amounted to $2,344,000 and $1,293,000 at June 30, 2003 and 2002 respectively.
Such amounts 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.

|9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Commitments and Contingent
      Liabilities:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------
|Pursuant to the fully
          disclosed clearing agreement (the "Clearing Agreement") with Pershing
          LLC (formerly the Pershing division of Donaldson, Lufkin & Jenrette
          Securities Corporation), ("Pershing"), Siebert advanced to Pershing
          $1,500,000 in January 2003, principally for software customization setup
          of the JBS. Siebert has terminated the Clearing Agreement under circumstances,
          which Siebert believes requires the return of the advance by Pershing.
          This and other consequences of termination have yet to be resolved with
          Pershing. Siebert believes that the net costs of termination and replacement
          of its clearing requirements will not result in a material expense.
        The Strategic Alliance Agreement with Intuit
          provides for "Incremental Expenses" of the JBS to be shared equally
          between Siebert and Intuit. Siebert believes that the advance to Pershing,
          net of any rebate of the advance, should be treated as an Incremental
          Expense. Siebert also believes that the $866,000 cost of a Customer
          Relationship Management system also should be treated as an Incremental
          Expense. Intuit has indicated that it does not agree with Siebert on
          these items. These and other open issues with Intuit are expected to
          be addressed in connection with the termination of the JBS. Other incremental
          charges of $485,000 relating to construction of the JBS website and
          related items will also be incurred and shared equally by Siebert and
          Intuit.
        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. Management's Discussion
and Analysis of Financial Condition and Results of Operations

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



9



---

Business Environment

The market has improved
in the second quarter of 2003 due to the conclusion of the war in Iraq and the
resulting increased interest in buying stocks. Commissions and customer trading
activity had dropped in the first quarter of 2003. The Company has seen an
increase in the second quarter however, and on certain days the Company has seen
100% increases from the first quarter. Competition in the brokerage industry
remains intense although many of Siebert's competitors have been consolidated or
have gone out of business.

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

Recent Developments

In January 2003 Siebert
agreed to acquire certain retail discount brokerage accounts from Your Discount
Broker, Inc for $1.1 million. These accounts were transferred to Siebert in
March 2003. The purchase price for the customer accounts is included in
"Intangibles" and is being amortized over a five-year period.

The Joint Brokerage Service
  ("JBS") for customers of Quicken and Quicken.com, inaugurated in 2002 under
  the Strategic Alliance Agreement between Siebert and Intuit Inc. ("Intuit"),
  has produced results substantially below expectations. Revenues during the six
  months ended June 30, 2003 were nominal. New accounts added since inauguration
  of the JBS, through the second quarter of 2003, were far below initial expectations.
  Based on (a) reports from Intuit, (b) the costs incurred by Siebert, and (c)
  an equal sharing of costs, the charges to the operations of the Company relating
  to the JBS during the three and six months ended June 30, 2003 are approximately
  $562,000 and $1.2 million for the three and six months ended June 30, 2003,
  respectively, which includes technology, marketing and content expenses of approximately
  $376,000 and $746,000, respectively, and certain brokerage and other services
  expenses of $185,000 and $414,000 for the three and six months ended June 30,
  2003, respectively. The Company and Intuit have agreed that the JBS should be
  terminated and ongoing costs reduced until termination can be effected. 
  Although all amounts for which the Company may be obligated under the Strategic
  Alliance Agreement have been accrued for through June 30, 2003, certain outstanding
  disputes over expense allocations and other issues between the Company and Intuit,
  including whether Intuit should bear the major financial responsibility for
  the Strategic Alliance, have not been resolved.

Pursuant to the fully
disclosed clearing agreement (the "Clearing Agreement") with Pershing LLC
(formerly the Pershing division of Donaldson, Lufkin & Jenrette Securities
Corporation), ("Pershing"), Siebert advanced to Pershing $1,500,000 in January
2003, principally for software customization setup of the JBS. Siebert has
terminated the Clearing Agreement under circumstances which Siebert believes
requires the return of the advance by Pershing. This and other consequences of
termination have yet to be resolved with Pershing. Siebert believes that the net
costs of termination and replacement of its clearing requirements will not
result in a material expense.

The Strategic Alliance
Agreement with Intuit provides for "Incremental Expenses" of the JBS to be
shared equally between Siebert and Intuit. Siebert believes that the advance to
Pershing, net of any rebate of the advance, should be treated as an Incremental
Expense. Siebert also believes that the $866,000 cost of a Customer Relationship
Management system also should be treated as an Incremental Expense. Intuit has
indicated that it does not agree with Siebert on these items. These and other
open issues with Intuit are expected to be addressed in connection with the
termination of the JBS. Other incremental charges of $485,000 relating to
construction of the JBS website and related items will also be incurred and
shared equally by Siebert and Intuit.

On May 15, 2000, the board of directors of the
Company authorized the repurchase of up to 1,000,000 shares of the Company's
common stock. Shares will be purchased from time to time, in the discretion of
the Company, in the open market and in private transactions. Through June 30,
2003, 702,368 shares have been purchased at an average

10



---



price of $4.68 per share. The Company intends to
continue acquiring shares pursuant to its stock repurchase program based upon
the price of the stock and in accordance with applicable rules and regulations.

Critical Accounting Policies

The Company follows accounting policies
standard in the brokerage industry and believes that its policies appropriately
reflect its financial position and results of operations. Management has
identified the use of "Estimates" as its critical accounting policy. These
estimates relate primarily to revenue and expense items in the normal course of
business as to which the Company receives no confirmations, invoices, or other
documentation at the time the books are closed for a period. The Company uses
its best judgment, based on its knowledge of these revenue transactions and
expenses incurred, to estimate the amounts of such revenue and expense. The
Company is not aware of any material differences between the estimates used in
closing its books for the last five years and the actual amounts of revenue
received and expenses incurred when the Company subsequently receives the actual
confirmations, invoices or other documentation. Estimates are also used in
determining the useful lives of tangible and intangible assets, and the fair
market value of intangible assets. Management believes that its estimates are
reasonable.

Results of Operations

The Company believes
that its core business is performing relatively well, given the current
difficult business environment for discount and online brokers. The Company had
net income of $246,000 for the three months ended June 30, 2003 and a net loss
$49,000 for the six months ended June 30, 2003. Excluding the direct expenses of
approximately $1,051,000 and the nominal revenues attributable to the JBS, the
Company would have been profitable for the six months ended June 30, 2003.

The Company has
implemented various cost reduction programs such as reducing head count and
related employee expenses, reducing communication and market data costs and
renegotiating of vendor contracts. The Company continues to evaluate acquisition
opportunities aimed at increasing profitability and enhancing economies of scale
within the Company's existing infrastructure.

Three Months Ended June 30, 2003 Compared to
Three Months Ended June 30, 2002

Total revenues for the
three months ended June 30, 2003 were $6.6 million, an increase of $240,000 or
3.8% from the same period in 2002.

Commission and fee
income for the three months ended June 30, 2003 was $5.3 million, an increase of
$189,000 or 3.7% from the same period in 2002 due to higher trading volume as
result of the strengthening market conditions during the second quarter of 2003.

Investment banking
revenues for the three months ended June 30, 2003 were $242,000, a decrease of
$36,000 or 12.9% from the same period in 2002 due to less activity in the new
issue market.

Income from the
Company's equity investment in Siebert Brandford Shank & Co., LLC, an entity
in which the Company holds a 49% equity interest ("SBS"), for the three months
ended June 30, 2003 was $753,000 compared to income of $503,000, an increase of
$250,000 or 49.7% from the same period in 2002. This increase was due to
increased activity in the municipal bond market. SBS serves as an underwriter
for municipal bond offerings.

Trading profits were
$207,000 for the three months ended June 30, 2003, a decrease of $109,000 or
34.5% over the same period in 2002 due to an overall decrease in trading
margins.

11



---

Interest and dividends
for the three months ended June 30, 2003 were $148,000, a decrease of $54,000 or
26.7% from the same period in 2002 primarily due to slightly lower cash balances
available for temporary investment coupled with lower interest rates.

Total expenses for the
three months ended June 30, 2003 were $6.2 million, a decrease of $1.7 million
or 21.3% from the same period in 2002.

Employee compensation
and benefit costs for the three months ended June 30, 2003 were $2.2 million, a
decrease of $25,000 or 1.1% from the same period in 2002. This decrease was
primarily due to a decrease in the number of employees due to the low trading
volumes and a decrease in commission payouts, offset in part by an increase in
employee expenses of $40,000 due to the Company's participation in the JBS with
Intuit.

Clearing and floor
brokerage costs for the three months ended June 30, 2003 were $1.1 million, an
increase of $116,000 or 12.4% from the same period in 2002 primarily due to
increased volume of trade executions, offset in part by an increase in clearing
costs of $21,000 due to the Company's participation in the JBS.

Advertising and
promotion expenses for the three months ended June 30, 2003 were $304,000, a
decrease of $378,000 or 55.4% from the same period in 2002 primarily due to
management's decision to spend less for advertising and promotion as a result of
the continued weakness in the marketplace, offset in part by an increase in
advertising and promotion expenses of $138,000 due to the Company's
participation in the JBS.

Communications expense
for the three months ended June 30, 2003, was $745,000, an increase of $153,000
or 25.8% from the same period in 2002 due primarily to a higher volume of call
traffic and quotes and $95,000 relating to the Company's participation in the
JBS.

Occupancy costs for the
three months ended June 30, 2003 were $296,000, an increase of $72,000 or 32.1%
from the same period in 2002. This increase was primarily due to the month to
month rental of office space in Aventura and Boca Raton, Florida, previously
occupied by YDB, as part the transition of customer accounts from YDB to
Siebert, as well as, an increase in occupancy cost relating to the JBS.

Other general and
administrative expenses were $1.6 million, a decrease of $1.6 million or 50.6%
from the same period in 2002. This decrease was primarily due to the expensing
of non-recurring start-up costs for the JBS of an advisory fee of $1 million and
legal fees of $392,000 in the three months ended June 30, 2002, offset in part
by an increase of $253,000 for the development of products relating to the JBS.

For the three months
ended June 30, 2003, there was a tax provision of $181,000 due to the Company's
income before income tax of $427,000. For the three months ended June 30, 2002,
the benefit for income taxes was $622,000 due to loss before taxes of $1.5
million.

Six Months Ended June 30, 2003 Compared to Six
Months Ended June 30, 2002

Total revenues for the
six months ended June 30, 2003 were $12.2 million, a decrease of $375,000 or
3.0% from the same period in 2002.

Commission and fee
income for the six months ended June 30, 2003 was $9.4 million, a decrease of
$910,000 or 8.8% from the same period in 2002 due to lower trading volume as
result of the weak market conditions prevailing during the first quarter of
2003.

Investment banking
revenues for the six months ended June 30, 2003 were $718,000, a decrease of
$84,000 or 10.5% from the same period in 2002 due to less activity in the new
issue market.

Income from the
Company's equity investment in Siebert Brandford Shank & Co., LLC, an entity
in which the Company holds a 49% equity interest ("SBS"), for the six months
ended June 30, 2003 was $1,464,000 compared to

12



---

income of $625,000, an increase of $839,000 or 134.2%
from the same period in 2002. This increase was due to increased activity in the
municipal bond market. SBS serves as an underwriter for municipal bond
offerings.

Trading profits were
$404,000 for the six months ended June 30, 2003, a decrease of $123,000 or 23.3%
over the same period in 2002 due to an overall decrease in trading margins.

Interest and dividends
for the six months ended June 30, 2003 were $243,000, a decrease of $97,000 or
28.5% from the same period in 2002 primarily due to slightly lower cash balances
available for temporary investment coupled with lower interest rates.

Total expenses for the
six months ended June 30, 2003 were $12.3 million, a decrease of $1.3 million or
9.8% from the same period in 2002.

Employee compensation
  and benefit costs for the six months ended June 30, 2003 were $4.4 million,
  a decrease of $149,000 or 3.3% from the same period in 2002. This decrease was
  primarily due to a decrease in the number of employees due to the low trading
  volumes and a decrease in commission payouts, offset in part by an increase
  in employee expenses of $128,000 due to the Company's participation in the JBS
  with Intuit.

Clearing and floor
brokerage costs for the six months ended June 30, 2003 were $1.9 million, an
increase of $36,000 or 1.9% from the same period in 2002 primarily due to
increased volume of trade executions, offset in part by an increase in clearing
costs of $36,000 due to the Company's participation in the JBS.

Advertising and
promotion expenses for the six months ended June 30, 2003 were $664,000, a
decrease of $430,000 or 39.3% from the same period in 2002 primarily due to
management's decision to spend less for advertising and promotion as a result of
the continued weakness in the marketplace, offset in part by an increase in
advertising and promotion expenses of $192,000 due to the Company's
participation in the JBS.

Communications expense
for the six months ended June 30, 2003, was $1.5 million, an increase of
$350,000 or 30.7% from the same period in 2002 due primarily to a higher volume
of call traffic and quotes and $191,000 relating to the Company's participation
in the JBS.

Occupancy costs for the
six months ended June 30, 2003 were $560,000, an increase of $99,000 or 21.5%
from the same period in 2002. This increase was primarily due to the month to
month rental of office space in Aventura and Boca Raton, Florida, previously
occupied by YDB, as part the transition of customer accounts from YDB to
Siebert, as well as, an increase in occupancy cost of $33,000 relating to the
JBS.

Other general and administrative
  expenses were $3.2 million, a decrease of $1.3 million or 27.9% from the same
  period in 2002. This decrease was primarily due to the expensing of start-up
  costs for an advisory fee of $1 million and legal fees of $392,000 in the six
  months ended June 30, 2002, offset in part by an increase of $581,000 for the
  development of products relating to the JBS for the six months ended June 30,
  2003.

For the six months
ended June 30, 2003, there was a tax benefit of $37,000 due to the Company's
loss before income tax of $86,000. For the six months ended June 30, 2002, the
benefit for income taxes was $440,000 due to loss before taxes of $1.1 million.

Liquidity and Capital Resources

The Company's assets
  are highly liquid, consisting generally of cash, money market funds and marketable
  securities. The Company's total assets at June 30, 2003 were $39.9 million.
  As of that date, $26.6 million, or 67%, of total assets were regarded by the
  Company as highly liquid.

13



---



Siebert is subject to
the net capital requirements of the SEC, the NYSE and other regulatory
authorities. At June 30, 2003, Siebert's regulatory net capital was $15.5
million, $15.2 million in excess of its minimum capital requirement of $250,000.

As described under
"Recent Developments" above, Siebert and Intuit has incurred other charges
aggregating approximately $485,000 for the setup of the JBS's website and
related matters. Siebert and Intuit will share equally in the advance of these
charges.

The Company also
intends to acquire additional shares of its common stock pursuant to its share
buy back program.

Siebert has entered
into a Secured Demand Note Collateral Agreement with SBS under which it is
obligated to lend to SBS up to $1.2 million pursuant to a secured promissory
note on a subordinated basis. Amounts pledged by Siebert under the facility are
reflected on the Company's balance sheet as "cash equivalents - restricted". SBS
pays Siebert interest on this amount at the rate of 10% per annum. The facility
expires on August 31, 2005, 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

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. The Company also
invests in certain short-term municipal bonds, the values of which may fluctuate
during the period they are held by the Company.

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 the Company's 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.

IItem 4. Controls
  and Procedures

The
  Company carried out an evaluation, under the supervision and with the participation
  of management, including the Company's Chief Executive Officer and Chief Financial
  Officer, of the effectiveness of the design and operation of the Company's disclosure
  controls and procedures as of the end of the period covered by this report pursuant
  to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive
  Officer and Chief Financial Officer concluded that the Company's disclosure
  controls and procedures were effective in timely alerting them to material information
  relating to the Company (including its consolidated subsidiaries) required to
  be included in the Company's periodic Securities and Exchange Commission filings.

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

14



---

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

The Company held its annual meeting on June 2, 2003.
At that meeting, the following matter was voted on and received the votes
indicated:

|(1) Election of
Directors | For        |  | %  |  | Withheld
|------------------------- | ---------- |  | -- |  | --------
|                          |            |  |    |  |         
|                          |            |  |    |  |         
|Muriel F. Siebert         | 22,145,651 |  | 99 |  | 56,284  
|                          |            |  |    |  |         
|Nicholas P. Dermigny      | 22,145,651 |  | 99 |  | 56,284  
|                          |            |  |    |  |         
|Patricia L. Francy        | 22,190,667 |  | 99 |  | 12,268  
|                          |            |  |    |  |         
|Jane H. Macon             | 22,189,967 |  | 99 |  | 11,968  
|                          |            |  |    |  |         
|Leonard M. Leiman         | 22,145,351 |  | 99 |  | 56,284  
|                          |            |  |    |  |         
|Nancy S. Peterson         | 22,145,351 |  | 99 |  | 56,284  

Item 5.Other
Information

None

Item 6.Exhibits
and Reports on Form 8-K

1. Exhibits.
    
    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.

1. Reports on Form 8-K.None.

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.
|--------------- |  |  |  | -----------------------------
|                |  | 
|August 14, 2003 |  |  |  | /s/   Muriel F.
      Siebert
|                |  |  |  |                              
|                |  |  |  |                              

|                |  | 
|--------------- |  | 
|August 14, 2003 |  | 
|                |  | 
|                |  | 



16



---

EXHIBIT INDEX



|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.