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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 
20549

FORM 10-Q

(Mark One)

|  |                                                                                    
|- | -----------------------------------------------------------------------------------
|x | Quarterly report under
  Section 13 or 15(d) of the Securities Exchange Act of 1934
|  |                                                                                    
|  | For the quarterly period  ended March 31, 2005                                     
|  |                                                                                    
|o | Transition report under
  Section 13 or 15(d) of the Exchange Act                  
|  |                                                                                    
|  | For the transition period from ____________ to
  ____________                      
|  |                                                                                    
|  | Commission file
  number 0-5703                                                    

|                                                    
|----------------------------------------------------
|Siebert Financial Corp.                             
|                                                    
|(Exact Name of Issuer
  as Specified in its Charter)

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

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

Yes   x   No   o

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

Yes   o   No   x

State
the number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: As of April 27, 2005, there were 22,084,587
shares of Common Stock, par value $.01 per share, outstanding.

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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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Part
I - FINANCIAL INFORMATION

Item 1.
Financial Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ------------------- | - | ---------- | -
|                                                                                                                                                                      |  | March 31,
  2005
  (unaudited) |            | December 31,
  2004 |  
|                                                                                                                                                                      |  |                                |            |                     |  
|ASSETS                                                                                                                                                                |  |                                |            |                     |   |            |  
|Cash and cash equivalents                                                                                                                                             |  | $                              | 28,842,000 |                     | $ | 28,748,000 |  
|Cash equivalents  restricted                                                                                                                                         |  |                                | 1,300,000  |                     |   | 1,300,000  |  
|Receivable from clearing
  broker                                                                                                                                     |  |                                | 1,766,000  |                     |   | 2,371,000  |  
|Furniture, equipment and
  leasehold improvements, net                                                                                                                |  |                                | 1,182,000  |                     |   | 1,305,000  |  
|Investment in and advances to
  equity investee                                                                                                                       |  |                                | 4,157,000  |                     |   | 3,779,000  |  
|Prepaid expenses and other
  assets                                                                                                                                   |  |                                | 1,430,000  |                     |   | 1,539,000  |  
|Intangibles, net                                                                                                                                                      |  |                                | 1,852,000  |                     |   | 2,017,000  |  
|Deferred taxes                                                                                                                                                        |  |                                | 550,000    |                     |   | 501,000    |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  | $                              | 41,079,000 |                     | $ | 41,560,000 |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|LIABILITIES
  AND STOCKHOLDERS EQUITY                                                                                                                                |  |                                |            |                     |   |            |  
|Liabilities:                                                                                                                                                          |  |                                |            |                     |   |            |  
|Accounts payable and accrued
  liabilities                                                                                                                            |  |                                | 5,798,000  |                     |   | 6,460,000  |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|Commitments and contingent
  liabilities                                                                                                                              |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|Stockholders equity:                                                                                                                                                 |  |                                |            |                     |   |            |  
|Common stock, $.01 par value;
  49,000,000 shares authorized, 22,983,917 shares issued and 22,082,301
  shares  outstanding at March 31, 2005
  and December 31, 2004 |  |                                | 229,000    |                     |   | 229,000    |  
|Additional paid-in capital                                                                                                                                            |  |                                | 17,931,000 |                     |   | 17,931,000 |  
|Retained earnings                                                                                                                                                     |  |                                | 21,214,000 |                     |   | 21,033,000 |  
|Less: 901,616 shares of
  treasury stock, at cost at March 31, 2005 and December 31, 2004                                                                             |  |                                | (4,093,000 | )                   |   | (4,093,000 | )
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  |                                | 35,281,000 |                     |   | 35,100,000 |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  
|                                                                                                                                                                      |  | $                              | 41,079,000 |                     | $ | 41,560,000 |  
|                                                                                                                                                                      |  |                                |            |                     |   |            |  

See notes to consolidated financial statements.

---



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

|                                           |  |                                  |            |      |   |            | 
|------------------------------------------ |  | -------------------------------- | ---------- | ---- | - | ---------- | 
|                                           |  | Three
  Months Ended
  March 31, |           
|                                           |  |                                  |           
|                                           |  | 2005                             |            | 2004 |  
|                                           |  |                                  |            |      |  
|Revenues:                                  |  |                                  |            |      |   |            | 
|Commissions and fees                       |  | $                                | 6,173,000  |      | $ | 6,244,000  | 
|Investment banking                         |  |                                  | 363,000    |      |   | 336,000    | 
|Trading profits                            |  |                                  | 217,000    |      |   | 250,000    | 
|Income from equity
  investee              |  |                                  | 316,000    |      |   | 126,000    | 
|Interest and dividends                     |  |                                  | 157,000    |      |   | 75,000     | 
|                                           |  |                                  |            |      |   |            | 
|                                           |  |                                  | 7,226,000  |      |   | 7,031,000  | 
|                                           |  |                                  |            |      |   |            | 
|                                           |  |                                  |            |      |   |            | 
|Expenses:                                  |  |                                  |            |      |   |            | 
|Employee compensation
  and benefits       |  |                                  | 2,672,000  |      |   | 2,798,000  | 
|Clearing fees,
  including floor brokerage |  |                                  | 1,321,000  |      |   | 644,000    | 
|Advertising and
  promotion                |  |                                  | 338,000    |      |   | 453,000    | 
|Communications                             |  |                                  | 607,000    |      |   | 723,000    | 
|Occupancy                                  |  |                                  | 259,000    |      |   | 273,000    | 
|Other general and
  administrative         |  |                                  | 1,713,000  |      |   | 1,426,000  | 
|                                           |  |                                  |            |      |   |            | 
|                                           |  |                                  | 6,910,000  |      |   | 6,317,000  | 
|                                           |  |                                  |            |      |   |            | 
|                                           |  |                                  |            |      |   |            | 
|Income before provision for income taxes   |  |                                  | 316,000    |      |   | 714,000    | 
|                                           |  |                                  |            |      |   |            | 
|Provision for income taxes                 |  |                                  | 135,000    |      |   | 299,000    | 
|                                           |  |                                  |            |      |   |            | 
|Net income                                 |  | $                                | 181,000    |      | $ | 415,000    | 
|                                           |  |                                  |            |      |   |            | 
|                                           |  |                                  |            |      |   |            | 
|Net income per share of common stock -     |  |                                  |            |      |   |            | 
|Basic and Diluted                          |  | $                                | .01        |      | $ | .02        | 
|Weighted average shares outstanding -      |  |                                  |            |      |   |            | 
|Basic                                      |  |                                  | 22,573,019 |      |   | 22,159,724 | 
|Weighted average shares outstanding -      |  |                                  |            |      |   |            | 
|Diluted                                    |  |                                  | 22,698,373 |      |   | 22,342,608 | 

See notes to consolidated financial statements.

---



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

|                                                                                    |  |                                  |            |      |   |            |  
|----------------------------------------------------------------------------------- |  | -------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                    |  | Three
  Months Ended
  March 31, |           
|                                                                                    |  |                                  |           
|                                                                                    |  | 2005                             |            | 2004 |  
|                                                                                    |  |                                  |            |      |  
|Cash flows from operating
  activities:                                             |  |                                  |            |      |   |            |  
|Net income                                                                          |  | $                                | 181,000    |      | $ | 415,000    |  
|Adjustments to
  reconcile net income to net cash provided by operating activities: |  |                                  |            |      |   |            |  
|Depreciation and
  amortization                                                     |  |                                  | 315,000    |      |   | 448,000    |  
|Income from
  equity investee                                                       |  |                                  | (316,000   | )    |   | (126,000   | )
|Deferred taxes                                                                      |  |                                  | (49,000    | )    |   | 133,000    |  
|Changes in:                                                                         |  |                                  |            |      |   |            |  
|Securities
  owned, at market value                                                 |  |                                  |            |      |   | (2,000     | )
|Receivable from
  clearing broker                                                   |  |                                  | 605,000    |      |   | (206,000   | )
|Prepaid expenses
  and other assets                                                 |  |                                  | 109,000    |      |   | 478,000    |  
|Securities sold,
  not yet purchased, at market value                               |  |                                  |            |      |   | 3,000      |  
|Accounts payable
  and accrued liabilities                                          |  |                                  | (662,000   | )    |   | 888,000    |  
|                                                                                    |  |                                  |            |      |   |            |  
|Net cash
  provided by operating activities                                         |  |                                  | 183,000    |      |   | 2,031,000  |  
|                                                                                    |  |                                  |            |      |   |            |  
|                                                                                    |  |                                  |            |      |   |            |  
|Cash flows from investing
  activities:                                             |  |                                  |            |      |   |            |  
|Purchase of
  furniture, equipment and leasehold improvements                       |  |                                  | (27,000    | )    |   | (166,000   | )
|Purchase of
  intangibles                                                           |  |                                  |            |      |   | (100,000   | )
|Advances to
  equity investee                                                       |  |                                  | (62,000    | )    |   | (6,000     | )
|Distribution from equity investee                                                   |  |                                  |            |      |   | 392,000    |  
|                                                                                    |  |                                  |            |      |   |            |  
|Net cash (used
  in) provided by investing activities                               |  |                                  | (89,000    | )    |   | 120,000    |  
|                                                                                    |  |                                  |            |      |   |            |  
|                                                                                    |  |                                  |            |      |   |            |  
|Cash flows from financing
  activities:                                             |  |                                  |            |      |   |            |  
|Purchase of
  treasury shares                                                       |  |                                  |            |      |   | (331,000   | )
|                                                                                    |  |                                  |            |      |   |            |  
|                                                                                    |  |                                  |            |      |   |            |  
|Net increase in
  cash and cash equivalents                                         |  |                                  | 94,000     |      |   | 1,820,000  |  
|                                                                                    |  |                                  |            |      |   |            |  
|Cash and cash equivalents - beginning of period                                     |  |                                  | 28,748,000 |      |   | 24,732,000 |  
|                                                                                    |  |                                  |            |      |   |            |  
|                                                                                    |  |                                  |            |      |   |            |  
|Cash and cash equivalents - end of period                                           |  | $                                | 28,842,000 |      | $ | 26,552,000 |  
|                                                                                    |  |                                  |            |      |   |            |  
|                                                                                    |  |                                  |            |      |   |            |  
|                                                                                    |  |                                  |            |      |   |            |  
|Supplemental cash flow disclosures:                                                 |  |                                  |            |      |   |            |  
|Cash paid for:                                                                      |  |                                  |            |      |   |            |  
|Income taxes                                                                        |  | $                                | 118,000    |      | $ | 18,000     |  

See notes to consolidated
financial statements.

---



Siebert
Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2005 and 2004
(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 accounting
  principles generally accepted in the United State of America. Accordingly,
  the statements should be read in conjunction with the audited financial
  statements included in the Companys Annual Report on Form 10-K for the year
  ended December 31, 2004. 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 SFAS 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, 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 and income per share for the three months ended March
  31, 2005 and 2004 would have decreased to the pro forma amounts as follows:

|                                                                                                      |  |                                |         |      |  |   |         |   | 
|----------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | ---- |  | - | ------- | - | 
|                                                                                                      |  | Three
  Months Ended March 31, |        
|                                                                                                      |  |                                |        
|                                                                                                      |  | 2005                           |         | 2004 | 
|                                                                                                      |  |                                |         |      | 
|Net income, as reported                                                                               |  | $                              | 181,000 |      |  | $ | 415,000 |   | 
|Stock-based
  employee compensation determined under APB 25                                           |  |                                | -       |      |  |   | -       |   | 
|Stock-based
  employee compensation determined under the fair value based method, net of
  tax effect |  |                                | (68,000 | )    |  |   | (79,000 | ) | 
|                                                                                                      |  |                                |         |      |  |   |         |   | 
|                                                                                                      |  |                                |         |      |  |   |         |   | 
|Pro forma net income                                                                                  |  | $                              | 113,000 |      |  | $ | 336,000 |   | 
|                                                                                                      |  |                                |         |      |  |   |         |   | 
|                                                                                                      |  |                                |         |      |  |   |         |   | 
|Net income per share - basic:                                                                         |  |                                |         |      |  |   |         |   | 

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|                                |  |   |     |  |  |   |     |  | 
|------------------------------- |  | - | --- |  |  | - | --- |  | 
|                                |  |   |     |  |  |   |     |  | 
|As reported                     |  | $ | .01 |  |  | $ | .02 |  | 
|Pro forma                       |  | $ | .01 |  |  | $ | .02 |  | 
|                                |  |   |     |  |  |   |     |  | 
|Net income per share - diluted: |  |   |     |  |  |   |     |  | 
|                                |  |   |     |  |  |   |     |  | 
|As reported                     |  | $ | .01 |  |  | $ | .02 |  | 
|Pro forma                       |  | $ | .01 |  |  | $ | .02 |  | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 March 31, 2005,
  Siebert had net capital of approximately $17,109,000 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 March 31, 2005, 901,616 shares
  have been purchased at an average price of $4.54 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | Intuit Lawsuit Update:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Siebert filed a lawsuit against Intuit, Inc.
  (Intuit), in New York State Supreme Court on September 17, 2003 (the
  Intuit Lawsuit), seeking not less than $11.1 million in compensatory
  damages and $33.3 million in punitive damages for claims relating to the
  Joint Brokerage Service (the JBS) conducted during the years ended December
  31, 2003 and 2002 under the Strategic Alliance Agreement between Siebert and
  Intuit. A motion by Intuit to stay the lawsuit and require that the dispute
  be submitted to arbitration was denied in a decision of the Supreme Court
  dated January 7, 2004. Intuits motion to reargue the Courts decision was
  denied by the Court in a decision dated June 7, 2004. Intuit appealed both
  decisions to the Appellate Division of the Supreme Court. By a unanimous
  decision and order dated October 28, 2004, the Appellate Division affirmed
  the lower Courts January 7, 2004 decision, denying Intuits motion to compel
  arbitration and stay litigation. By further order of the Appellate Division
  dated January 4, 2005, Intuits motion for reargument or for leave to appeal
  to the Court of Appeals was denied. On February 7, 2005, Intuit made a motion
  directly to the Court of Appeals for leave to appeal to that Court from the
  Appellate Divisions order of October 28, 2004. Intuits motion and Sieberts
  answering papers were submitted to the Court of Appeals for decision on
  February 22, 2005. By a decision announced on March 29, 2005, the court of
  Appeals denied Intuits motion for leave to appeal, thereby ending any
  controversy over Sieberts right to litigate in Court rather than arbitrate.
  In addition, Intuit has also moved in the Supreme Court, on February 4, 2005,
  to dismiss five of the six causes of action asserted by Siebert in the Intuit
  Lawsuit. Sieberts answering papers and Intuits reply were submitted to the Supreme Court on April 11,
  2005, and the Court heard argument of the motion by counsel for Siebert and Intuit on April 29, 2005.
  The Court reserved decision and will issue a written opinion.

---



|   |                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Siebert Brandford Shank & Co.,
  LLC:                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                         
|   | Summarized financial data (presented in thousands)
  of Siebert Brandford Shank & Co., LLC, 
  (SBS) as of and for the three months ended March 31, 2005 and 2004
  is set forth below. Siebert holds a 49% ownership interest in SBS.

| |                                                                       |  |      |            |      |   |            | 
| | --------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | 
| |                                                                       |  | 2005 |            | 2004 |  
| |                                                                       |  |      |            |      |  
| | Total assets                                                          |  | $    | 16,822,000 |      | $ | 12,592,000 | 
| | Total
  liabilities, including subordinated liabilities of $1,200,000 |  | $    | 8,745,000  |      | $ | 6,673,000  | 
| | Total members capital                                                |  | $    | 8,077,000  |      | $ | 5,920,000  | 
| | Total revenues                                                        |  | $    | 4,468,000  |      | $ | 2,545,000  | 
| | Net income                                                            |  | $    | 644,000    |      | $ | 257,000    | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert charged SBS $60,000 during each period 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 $3,566,000 and $2,509,000 at March 31, 2005 and 2004,
  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 net capital requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | Commitments and Contingent
  Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Siebert terminated the fully disclosed clearing agreement (the Clearing Agreement)
with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin & Jenrette
Securities Corporation) (Pershing). Based on consultation with counsel, Siebert
believes that the $1,500,000 that it advanced to Pershing in January 2003 should be
returned and that Pershing may be liable for damages.  Pershing has expressed its belief
that it is entitled to retain the advance and receive a minimum of $3 million for its
unreimbursed costs, a termination fee of $500,000 and $5 million for lost revenues.
Siebert believes the Pershing claims are without merit and that the ultimate result of this
matter will not have a material adverse effect  on result of operations or financial
positions.  Siebert has decided not to commence proceedings against Pershing at the
present time.  As a result, Siebert has charged the $1,500,000 advance to Pershing against
income in the fourth quarter of 2004 since recent communication indicated that Pershing
and the Company cannot resolve this matter.
|   | The Company is involved in various routine lawsuits
  of a nature deemed by the Company customary and incidental to its
  business.  In the opinion of
  management, the ultimate disposition of such actions will not have a material
  adverse effect on its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | Subsequent Event:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company entered into an Operating Agreement, dated effective as of April
  19, 2005 (the Operating Agreement), with the two individual
  principals of SBS (the Principals) for SBS Financial Products Company,
  LLC (SBSFPC), a Delaware limited liability company pursuant to which the Company and each of the
  Principals made an initial capital contribution of $400,000 in exchange for a 33.33% initial interest in SBSFPC. SBSFPC was formed to act as
  a derivative products company engaging in derivative transactions related to the municipal underwriting business. The Operating
  Agreement provides that profits will be shared 66.66% by the
  Principals and 33.33% by the Company.                                                                                                                                                                                                                                                                                                                                                                                               

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
consolidated financial statements as of and for the year ended December 31,
2004, and the unaudited Consolidated Financial Statements and the Notes thereto
contained elsewhere in this Quarterly Report.

Business
Environment

The
market has slowed down in the first quarter of 2005 due to uncertainty about
the economy, rising interest rates and price of oil and as a result the Companys client
activity has decreased. Competition in the brokerage industry remains intense
and consolidation continues.

---



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

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 March 31, 2005,
901,616 shares have been purchased at an average price of $4.54 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 generally
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 business is performing relatively well, given the
current business environment for discount and online brokers. The Company had
net income of $181,000 for the three months ended March 31, 2005.

Three Months Ended March 31, 2005 Compared to Three Months
Ended March 31, 2004

Total
revenues for the three months ended March 31, 2005 were $7.2 million, an
increase of $195,000 or 2.8% from the same period in 2004.

Commission
and fee income for the three months ended March 31, 2005 was $6.2 million, a
decrease of $71,000 or 1.1% from the same period in 2004 due to a decrease in
retail trading volume offset by commissions generated by the commission
recapture and institutional direct access operations entered into in the third
quarter of 2004 as well as retail customer accounts purchased by Wall Street
Discount, Inc in the second quarter 2004.

Investment
banking revenues for the three months ended March 31, 2005 were $363,000, an
increase of $27,000 or 8.0% from the same period in 2004 due to the Company participating
in more new issues.

---



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 March 31, 2005 was $316,000 compared to income of $126,000, an
increase of $190,000 or 150.8% from the same period in 2004. This increase was
due to an increase in designations at SBS. 
SBS serves as an underwriter for municipal bond offerings.

Trading
profits were $217,000 for the three months ended March 31, 2005, a decrease of
$33,000 or 13.2% over the same period in 2004 due to an overall decrease in
trading volume.

Interest
and dividends for the three months ended March 31, 2005 were $157,000, an
increase of $82,000 or 109.3% from the same period in 2004 primarily due to
higher interest rates.

Total
expenses for the three months ended March 31, 2005 were $6.9 million, an
increase of $593,000 or 9.4% from the same period in 2004.

Employee
compensation and benefit costs for the three months ended March 31, 2005 were
$2.7 million, a decrease of $126,000 or 4.5% from the same period in 2004. This
decrease was due to contractual bonuses accrued for in the first
quarter of 2004, lower commissions generated due to lower customer trading
volume and lower bonus accruals offset by the hiring of the Companys General
Counsel, the expansion of the Companys Capital Markets Group and the New York
Stock Exchange Operation.

Clearing
and floor brokerage costs for the three months ended March 31, 2005 were $1.3
million, an increase of $677,000 or 105.1% from the same period in 2004 primarily
due to a one time commission rebate of $600,000 in the first quarter 2004 from
the Companys clearing firm.

Advertising
and promotion expenses for the three months ended March 31, 2005 were $338,000,
a decrease of $115,000 or 25.4% from the same period in 2004 primarily due to
managements decision to spend less for advertising and promotion.

Communications
expense for the three months ended March 31, 2005, was $607,000, a decrease of
$116,000 or 16.0% from the same period in 2004 due to primarily managements
effort to control and reduce these costs.

Occupancy
costs for the three months ended March 31, 2005 were $259,000, a decrease of
$14,000 or 5.1% from the same period in 2004. This decrease was primarily due
to the combining of the Companys Boca Raton Office with Your Discount
Brokers, Inc. (YDB) Boca Ratons office in the second quarter of 2004.

Other
general and administrative expenses were $1.7 million, an increase of $287,000
or 20.1% from the same period in 2004. This increase was due to costs relating
to the Company entering into the commission recapture business in the third
quarter of 2004, the cost of leasing a seat on the New York Stock Exchange as
the Company expanded the New York Exchange Floor Operation and an increase in
legal fees offset by the complete amortization in the first quarter of 2004 of
WFNs intangible assets that was recorded by the Company at the time of the
acquisition.

For
the three months ended March 31, 2005 and March 31, 2004, the Company recorded
a provision for taxes of $135,000 and $299,000, respectively, due to the
Companys income before tax of $316,000 and $714,000, respectively.

---



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 March 31, 2005 were $41 million. As of that date, $31
million, or 75%, of total assets were regarded by the Company as highly liquid.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities.  At March 31,
2005, Sieberts regulatory net capital was $17.1 million, $16.9 million in
excess of its minimum capital requirement of $250,000.

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 8% 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 counterparties are unable to fulfill their contractual obligations.

Item
4. Controls and Procedures

The
Company carried out an evaluation, under the supervision and with the
participation of management, including the Companys President 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 Rule 13a-15 of Securities Exchange of 1934,
as amended. Based on that evaluation, the Companys management, including the
President and Chief Financial Officer, concluded that the Companys disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company that is required to be included in the
Companys periodic filings with the Securities and Exchange Commission.

There were no changes in the Companys internal
controls 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 controls over financial reporting.

---



Part
II - OTHER INFORMATION

Item 1. Legal Proceedings

See
Part 1-Item 1 Notes to Consolidated Financial Statements-Intuit Lawsuit
Update with respect to the Companys lawsuit against Intuit Inc. which was
filed in New York State Supreme Court, County of New York on September 17,
2003, alleging, among other things, Intuits breach of contractual obligations,
breach of fiduciary duties and misrepresentation and/or fraud, all relating to
the Joint Brokerage services conducted under the Strategic Alliance Agreement
between 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. Unregistered Sales of Equity Securities and Use of Proceeds

|              |  |                                                        |  |                                  |  |                                                                                   |  |                                                                           |  |  |  |  |         |  |  |  |        |  | 
|------------- |  | ------------------------------------------------------ |  | -------------------------------- |  | --------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- |  |  |  |  | ------- |  |  |  | ------ |  | 
|Period        |  | Total
  Number
  Of Shares
  Purchased
  During Period |  | Average
  Price
  Paid Per Share |  | Total
  Number of
  Shares Purchased
  as Part of Publicly
  Announced
  Plans(1) |  | Maximum
  Number of Shares
  That May Yet Be
  Purchased Under
  The Plan | 
|              |  |                                                        |  |                                  |  |                                                                                   |  |                                                                           | 
|January 2005  |  |                                                        |  | 0                                |  |                                                                                   |  |                                                                           |  |  |  |  | 901,616 |  |  |  | 98,384 |  | 
|February 2005 |  |                                                        |  | 0                                |  |                                                                                   |  |                                                                           |  |  |  |  | 901,616 |  |  |  | 98,384 |  | 
|March 2005    |  |                                                        |  | 0                                |  |                                                                                   |  |                                                                           |  |  |  |  | 901,616 |  |  |  | 98,384 |  | 
|              |  |                                                        |  |                                  |  |                                                                                   |  |                                                                           |  |  |  |  |         |  |  |  |        |  | 
|Total         |  |                                                        |  | 0                                |  |                                                                                   |  |                                                                           |  |  |  |  | 901,616 |  |  |  | 98,384 |  | 

(1) On May 15, 2000, the Board of Directors of the
Company authorized a buy back of up to one million shares of the Companys
common stock. Under this program, shares are purchased from time to time, at
the Companys discretion, in the open market and in private transactions.

|        |                                                    
|------- | ---------------------------------------------------
|Item 3. | Defaults Upon Senior Securities                    
|        |                                                    
|        | None                                               
|        |                                                    
|Item 4. | Submission of Matters to a Vote of Security Holders
|        |                                                    
|        | None                                               
|        |                                                    
|Item 5. | Other Information                                  
|        |                                                    
|        | None                                               

---



Item 6. Exhibits

| |  |      |                                                                                                                                                                 
| |  | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                       

---



SIGNATURES

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

| |                         |                                                      |  | 
| | ----------------------- | ---------------------------------------------------- |  | 
| | SIEBERT FINANCIAL CORP. |                                                     
| |                         |                                                      | 
| | By:                     | /s/ Muriel F. Siebert                                |  | 
| |                         |                                                      |  | 
| |                         | Muriel F. Siebert                                    | 
| |                         | Chairwoman and President                             | 
| |                         | (principal executive officer)                        | 
| |                         |                                                      | 
| | Dated: May 16, 2005     |                                                     
| |                         |                                                      | 
| | By:                     | /s/ Joseph M. Ramos, Jr.                             | 
| |                         |                                                      |  | 
| |                         | Joseph M. Ramos, Jr.                                 | 
| |                         | Executive Vice President and Chief Financial Officer | 
| |                         | (principal financial and accounting officer)         | 
| |                         |                                                      | 
| | Dated: May 16, 2005     |                                                     

---