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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   September
  30, 2004

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

For the transition period from _____________ to _____________

Commission file number0-5703

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.

YesXNo

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

YesNo 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 October 28, 2004, there were
  22,087,487 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.





1

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Siebert Financial Corp. & SubsidiariesConsolidated Statements of Financial
  Condition

|                                                                                        | September 30, |            | December 31, |  
|--------------------------------------------------------------------------------------- | ------------- | ---------- | ------------ | -
|                                                                                        | 2004          |            | 2003         |  
|                                                                                        | (Unaudited)   |            |              |  
|                                                                                        |               |            |              |  
|ASSETS                                                                                  |               |            |              |  
|Cash and cash equivalents                                                               | $             | 27,758,000 |              | $
|Cash equivalents  restricted                                                           |               | 1,300,000  |              |  
|Receivable from clearing brokers                                                        |               | 1,950,000  |              |  
|Advance to clearing broker                                                              |               | 1,500,000  |              |  
|Securities owned, at market value                                                       |               | -          |              |  
|Furniture, equipment and leasehold improvements,
      net                              |               | 1,508,000  |              |  
|Investment in and advances to equity investee                                           |               | 3,580,000  |              |  
|Prepaid expenses and other assets                                                       |               | 1,481,000  |              |  
|Intangibles, net                                                                        |               | 2,181,000  |              |  
|Deferred tax asset                                                                      |               | 638,000    |              |  
|                                                                                        |               |            |              |  
|                                                                                        | $             | 41,896,000 |              | $
|                                                                                        |               |            |              |  
|                                                                                        |               |            |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                    |               |            |              |  
|Securities sold, not yet purchased, at market
      value                               |               | 5,000      |              |  
|Accounts payable and accrued liabilities                                                |               | 6,248,000  |              |  
|                                                                                        |               |            |              |  
|                                                                                        |               | 6,253,000  |              |  
|                                                                                        |               |            |              |  
|Commitments and contingent liabilities                                                  |               |            |              |  
|                                                                                        |               |            |              |  
|Stockholders equity:                                                                   |               |            |              |  
|Common stock, $.01 par value; 49,000,000 shares
      authorized,                       |               |            |              |  
|22,983,917 shares issued and 22,085,201 and
      22,222,014 shares                     |               |            |              |  
|outstanding at September 30, 2004 and December
      31, 2003, respectively             |               | 229,000    |              |  
|Additional paid-in capital                                                              |               | 17,931,000 |              |  
|Retained earnings                                                                       |               | 21,567,000 |              |  
|Less: 898,716 and 761,903 shares of treasury
      stock, at cost at September 30, 2004 |               |            |              |  
|and December 31, 2003, respectively                                                     |               | (4,084,000 | )            |  
|                                                                                        |               |            |              |  
|                                                                                        |               | 35,643,000 |              |  
|                                                                                        |               |            |              |  
|                                                                                        |               |            |              |  
|                                                                                        | $             | 41,896,000 |              | $
|                                                                                        |               |            |              |  

See notes to consolidated financial
  statements.


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

|                                               | Three Months Ended |            | Nine Months
      Ended |          
|---------------------------------------------- | ------------------ | ---------- | ----------------------- | ---------
|                                               | September 30,      |            | September 30,           |          
|                                               |                    |            |                         |          
|                                               | 2004               |            | 2003                    |          
|                                               |                    |            |                         |          
|                                               |                    |            |                         |          
|Revenues:                                      |                    |            |                         |          
|Commissions and fees                           | $                  | 5,526,000  |                         | $        
|Investment banking                             |                    | 508,000    |                         |          
|Trading profits                                |                    | 161,000    |                         |          
|Income from equity investee                    |                    | 850,000    |                         |          
|Interest and dividends                         |                    | 122,000    |                         |          
|                                               |                    |            |                         |          
|                                               |                    | 7,167,000  |                         | 6,008,000
|                                               |                    |            |                         |          
|                                               |                    |            |                         |          
|Expenses:                                      |                    |            |                         |          
|Employee compensation and
      benefits       |                    | 2,517,000  |                         | 2,025,000
|Clearing fees, including
      floor brokerage |                    | 1,265,000  |                         | 1,057,000
|Advertising and promotion                      |                    | 196,000    |                         |          
|Communications                                 |                    | 490,000    |                         |          
|Occupancy                                      |                    | 267,000    |                         |          
|Interest                                       |                    | 25,000     |                         |          
|Other general and administrative               |                    | 1,680,000  |                         | 1,569,000
|                                               |                    |            |                         |          
|                                               |                    | 6,440,000  |                         | 5,833,000
|                                               |                    |            |                         |          
|                                               |                    |            |                         |          
|Income before income taxes                     |                    | 727,000    |                         |          
|                                               |                    |            |                         |          
|Provision for income taxes                     |                    | 305,000    |                         |          
|                                               |                    |            |                         |          
|                                               |                    |            |                         |          
|Net income                                     | $                  | 422,000    |                         | $        
|                                               |                    |            |                         |          
|                                               |                    |            |                         |          
|Net income per share of common stock -         |                    |            |                         |          
|Basic and Diluted                              | $                  | .02        |                         | $        
|Weighted average shares outstanding -          |                    |            |                         |          
|Basic                                          | 22,094,294         | 22,258,686 |                         |          
|Weighted average shares outstanding -          |                    |            |                         |          
|Diluted                                        | 22,221,125         | 22,484,506 |                         |          

See notes to consolidated financial
  statements.

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


|                                                                                    | Nine Months
      Ended |           
|----------------------------------------------------------------------------------- | ----------------------- | ----------
|                                                                                    | September 30,           |           
|                                                                                    |                         |           
|                                                                                    | 2004                    |           
|                                                                                    |                         |           
|Cash flows from operating activities:                                               |                         |           
|Net income                                                                          | $                       | 1,067,000 
|Adjustments
      to reconcile net income to net cash used in operating activities: |                         |           
|Depreciation
      and amortization                                                 |                         | 1,151,000 
|Income
      from equity investee                                                   |                         | (1,532,000
|Deferred
      taxes                                                                |                         | (85,000   
|Changes
      in:                                                                   |                         |           
|Securities
      owned, at market value                                             |                         | 1,226,000 
|Receivable
      from clearing brokers                                              |                         | (463,000  
|Prepaid
      expenses and other assets                                             |                         | 326,000   
|Securities
      sold, not yet purchased, at market value                           |                         | (1,000    
|Accounts
      payable and accrued liabilities                                      |                         | 1,363,000 
|                                                                                    |                         |           
|Net
      cash provided by operating activities                                     |                         | 3,052,000 
|                                                                                    |                         |           
|Cash flows from investing activities:                                               |                         |           
|Purchase
      of furniture, equipment and leasehold improvements                   |                         | (231,000  
|Return
      of deposit on equipment                                                |                         |           
|Advance
      to clearing broker                                                    |                         |           
|Purchase
      of customer accounts                                                 |                         | (400,000  
|Payment
      of advances by equity investee                                        |                         | (64,000   
|Distribution
      from equity investee                                             |                         | 1,228,000 
|                                                                                    |                         |           
|Net
      cash provided by (used in) investing activities                           |                         | 533,000   
|                                                                                    |                         |           
|Cash flows from financing activities:                                               |                         |           
|Proceeds
      from exercise of options                                             |                         |           
|Repurchase
      of common stock                                                    |                         | (559,000  
|                                                                                    |                         |           
|Net
      cash used in financing activities                                         |                         | (559,000  
|                                                                                    |                         |           
|                                                                                    |                         |           
|Net
      increase (decrease) in cash and cash equivalents                          |                         | 3,026,000 
|                                                                                    |                         |           
|Cash and cash equivalents - beginning of period                                     |                         | 24,732,000
|                                                                                    |                         |           
|                                                                                    |                         |           
|Cash and cash equivalents - end of period                                           | $                       | 27,758,000
|                                                                                    |                         |           
|Supplemental cash flow disclosures:                                                 |                         |           
|Cash paid
      for:                                                                |                         |           
|Interest                                                                            | $                       | 25,000    
|Income
      taxes                                                                  | $                       | 462,000   

See notes to consolidated financial
  statements.


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Siebert Financial Corp. & Subsidiaries
  
  Notes to Consolidated Financial Statements 
  Nine Months Ended September 30, 2004 and 2003 
  (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 municipal bond investment banking business is being conducted by Siebert Brandford Shank & Co., LLC ("SBS"), an investee, which is accounted for by the equity method of accounting (see Note 8). The equity method provides that Siebert record its share of SBS's earnings or losses. The accompanying consolidated financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles. Accordingly, the statements should be read in conjunction with the audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003. 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 (loss), on a pro forma basis, as
    if expense treatment had been applied. As permitted by SFAS 123, the Company
    continues to account for such compensation under Accounting Principles Board
    Opinion No. 25 ("APB 25"), Accounting for Stock Issued to Employees, and related
    interpretations, pursuant to which no compensation cost was recognized in
    connection with the issuance of stock options, as all options granted under
    the 1997 Stock Option Plan had an exercise price equal to or greater than
    the fair value of the underlying common stock on the date of grant. Had the
    Company elected to recognize compensation expense for the stock option plan,
    consistent with the method prescribed by SFAS 123, the Company's net income
    and net income per share for the three months and nine months ended September
    30, 2004 and 2003 would have decreased the pro forma amounts as follows:


|                                                           | Three Months        |         | Nine Months         |  
|---------------------------------------------------------- | ------------------- | ------- | ------------------- | -
|                                                           | Ended September 30, |         | Ended September 30, |  
|                                                           | 2004                |         | 2003                |  
|                                                           |                     |         |                     |  
|                                                           |                     |         |                     |  
|Net income, as reported                                    | $                   | 422,000 |                     | $
|Stock-based employee compensation determined               |                     |         |                     |  
|under
      APB 25                                         |                     | -       |                     |  
|Stock-based employee compensation determined               |                     |         |                     |  
|under
      the fair value based method, net of tax effect | (98,000             | )       | (74,000             | )
|                                                           |                     |         |                     |  
|                                                           |                     |         |                     |  
|Pro forma net income (loss)                                | $                   | 324,000 |                     | $
|                                                           |                     |         |                     |  

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|                                       |   |     |  |   |     |  |   |     |  |   |      |  
|-------------------------------------- | - | --- |  | - | --- |  | - | --- |  | - | ---- | -
|Net income (loss) per share - basic:   |   |     |  |   |     |  |   |     |  |   |      |  
|                                       |   |     |  |   |     |  |   |     |  |   |      |  
|As
      reported                      | $ | .02 |  | $ | .01 |  | $ | .05 |  | $ | -    |  
|Pro
      forma                        | $ | .02 |  | $ | -   |  | $ | .04 |  | $ | (.03 | )
|                                       |   |     |  |   |     |  |   |     |  |   |      |  
|Net income (loss) per share - diluted: |   |     |  |   |     |  |   |     |  |   |      |  
|                                       |   |     |  |   |     |  |   |     |  |   |      |  
|As
      reported                      | $ | .02 |  | $ | .01 |  | $ | .05 |  | $ | -    |  
|Pro
      forma                        | $ | .02 |  | $ | -   |  | $ | .04 |  | $ | (.03 | )

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 September 30, 2004, Siebert had net capital of approximately $15,579,000 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 September 30, 2004, 898,716 shares have been purchased at an average price of $4.54 per share.


5.   Option Grants:

During the nine months ended September 30, 2004, the Companys Board of Directors granted options to one director and two employees of the Company to purchase an aggregate of 90,000 shares of the Companys common stock at exercise prices ranging from $3.75 to $4.87 per share, in each case the fair market value on the dates of grant. The employee options granted during the period vest 20% per year for five years and expire ten years from the date of grant. The directors option granted during the period, vests in six months and expires five years from the date of grant.


6.   Intuit Lawsuit Update:

As previously disclosed, 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. In addition, on July 15, 2004, the Appellate Division of the Supreme
    Court granted Intuits motion for a stay of litigation pending its determination
    of Intuits appeal. By a unanimous decision and opinion 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.
    Although not mentioned in its opinion, the effect of the Appellate Division's
    decision is to ratify the Supreme Court's June 7, 2004 order. As a result
    of the Appellate Division's decision, the temporary stay of litigation pending
    Intuit's appeal should be vacated.


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7.   Account Purchases:

In February 2004, Siebert acquired certain retail discount brokerage accounts from Wall Street Discount Corp. These accounts were transferred to Siebert in April 2004. As of September 30, 2004, the purchase price of the customer accounts has been recorded in Intangibles and is being amortized over a five-year period.


8.   Siebert Brandford Shank & Co., LLC:

Summarized financial data of SBS as of and for the nine months ended September 30, 2004 and 2003 is set forth below. Siebert holds a 49% ownership interest in SBS.


| |                                                                           | 2004 |            | 2003 |  
| | ------------------------------------------------------------------------- | ---- | ---------- | ---- | -
| |                                                                           |      |            |      |  
| |                                                                           |      |            |      |  
| | Total assets                                                              | $    | 20,905,000 |      | $
| | Total liabilities, including subordinated
      liabilities of $1,200,000 | $    | 13,822,000 |      | $
| | Total members capital                                                    | $    | 7,083,000  |      | $
| | Total revenues                                                            | $    | 13,089,000 |      | $
| | Net income                                                                | $    | 3,126,000  |      | $

Siebert charged SBS $180,000 for the nine months ended September 30, 2004 for general and administrative services and rent, which Siebert believes approximates the cost of furnishing such services. Sieberts share of undistributed earnings from SBS amounted to $3,079,000 and $2,582,000 at September 30, 2004 and 2003, 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 net capital and other regulatory requirements.


9.   Commitments and Contingent Liabilities:

As previously disclosed, 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. No proceeding has been instituted by either party. Accounts purchased by Siebert from other firms and the JBS accounts that transferred to Siebert in December 2003, which were cleared through Pershing, are now cleared through National Financial Services, LLC (NFS). In August 2004, Siebert participated as an underwriter
    in the Google, Inc. initial public offering. To participate as an underwriter,
    the lead Investment Banks (the Banks) requested that each underwriter
    provide the Banks with a $25 million Letter of Credit on behalf of Siebert
    in favor of the Banks. To obtain the Letter of Credit, Siebert entered into
    a Temporary Subordinated Loan Agreement with NFS. On August 6, 2004, Siebert
    entered into a Letter of Credit for $25 million and terminated the Letter
    of Credit and paid the Temporary Subordinated Loan Agreement with NFS on September
    15, 2004.


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


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

This
  discussion should be read in conjunction with the Companys audited consolidated
  financial statements as of and for the year ended December 31, 2003 and the
  unaudited consolidated financial statements and the notes thereto contained
  elsewhere in this Quarterly Report.

Business Environment

The
  market was weak in the third quarter of 2004 due to the war on terrorism, geo-political
  uncertainties, rising interest rates, higher oil prices, nearly six weeks of
  hurricanes in the southeast and uncertainty relating to the upcoming presidential
  election all of which have created a lack of investor interest in investing
  in stocks. 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

In
  February 2004, Siebert acquired certain retail discount brokerage accounts from
  Wall Street Discount Corp. These accounts were transferred to Siebert in April
  2004. As of September 30, 2004, the purchase price of the customer accounts
  has been recorded in Intangibles and is being amortized over a five-year
  period.

In
  June 2004, Siebert expanded its Capital Markets Group (SCM) and New York Stock
  Exchange (NYSE) Floor Operations. SCM provides brokerage service to both institutional
  investors and issuers of equity and fixed-income securities. The NYSE Floor
  Operation provides institutional investors with direct access to Sieberts
  trading professionals on the NYSE floor.

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 September 30, 2004, 898,716 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 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

8

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are closed for a period. The Company uses its best judgment, based on its knowledge of these revenue transactions and expenses incurred, to estimate the amounts of such revenue and expense. The Company is not aware of any material differences between the estimates used in closing its books for the last five years and the actual amounts of revenue received and expenses incurred when the Company subsequently receives the actual confirmations, invoices or other documentation. Estimates are also used in determining the useful lives of tangible and intangible assets, and the fair market value of intangible assets. Management believes that its estimates are reasonable.

Results of Operations

The
  Company believes that its core business is performing relatively well, given
  the current difficult business environment for discount and online brokers.
  The Company had net income for the three and nine months ended September 30,
  2004 of $422,000 and $1,067,000, respectively.

Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003

Total
  revenues for the three months ended September 30, 2004 were $7.2 million, an
  increase of $1,159,000 or 19.3% from the same period in 2003.

Commission
  and fee income for the three months ended September 30, 2004 was $5.5 million,
  an increase of $270,000 or 5.1% from the same period in 2003 due to higher margin
  debit balances maintained by the Companys retail customer base for the
  same period in 2003.

Investment
  banking revenues for the three months ended September 30, 2004 were $508,000,
  an increase of $295,000 or 138.5% from the same period in 2003 due to an increase
  in activity in the new issue market and the addition of a new capital markets
  personnel.

Income
  from the Companys equity investment in SBS, for the three months ended
  September 30, 2004 was $850,000 compared to income of $241,000, an increase
  of $609,000 or 252.7% from the same period in 2003. This increase was due to
  increased activity in the municipal bond market.

Trading
  profits were $161,000 for the three months ended September 30, 2004, a decrease
  of $52,000 or 24.4% over the same period in 2003 due to an overall decrease
  in trading margins.

Interest
  and dividends for the three months ended September 30, 2004 were $122,000, an
  increase of $37,000 or 43.5% from the same period in 2003 primarily due to interest
  earned on a $25 million subordinated loan obtained from the Companys clearing
  firm that was required by an issuer to participate in its initial public offering.

Total
  expenses for the three months ended September 30, 2004 were $6.4 million, an
  increase of $607,000 or 10.4% from the same period in 2003.

Employee
  compensation and benefit costs for the three months ended September 30, 2004
  were $2.5 million, an increase of $492,000 or 24.3% from the same period in
  2003. This increase was primarily due to the hiring of the Companys General
  Counsel, the expansion of the Companys Capital Markets Group and New York
  Stock Exchange Floor Operation.

Clearing
  and floor brokerage costs for the three months ended September 30, 2004 were
  $1.3 million, an increase of $208,000 or 19.7% from the same period in 2003
  primarily due to increased volume of trade executions.

Advertising
  and promotion expenses for the three months ended September 30, 2004 were $196,000,
  a decrease of $104,000 or 34.7% from the same period in 2003 primarily due to
  managements decision to spend less for advertising and promotion.

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Communications
  expense for the three months ended September 30, 2004, was $490,000, a decrease
  of $115,000 or 19.0% from the same period in 2003 due primarily due to managements
  effort to control these costs.

Occupancy
  costs for the three months ended September 30, 2004 were $267,000, a decrease
  of $10,000 or 3.6% from the same period in 2003. 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 $111,000
  or 7.1% from the same period in 2003. This increase was primarily the result
  of costs relating to the Company entering into the commission recapture business
  in the third quarter of 2004 and the cost of leasing an additional seat on the
  New York Stock Exchange as the Company expanded the New York Stock Exchange
  Floor Operation. These increases were offset in part by the absence in 2004
  of the $149,000 expenditures in 2003 for the development of products relating
  to the JBS.

For
  the three months ended September 30, 2004 and 2003, the Company recorded a provision
  for taxes of $305,000 and $60,000, respectively, due to the Companys income
  before income tax of $727,000 and $175,000, respectively.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Total
  revenues for the nine months ended September 30, 2004 were $20.4 million, an
  increase of $2.1 million or 11.7% from the same period in 2003.

Commission
  and fee income for the nine months ended September 30, 2004 was $17.0 million,
  an increase of $2.3 million or 15.9% from the same period in 2003 due to higher
  trading volume and increased margin debit balances maintained by the Companys
  retail customer base.

Investment
  banking revenues for the nine months ended September 30, 2004 were $951,000,
  an increase of $20,000 or 2.2% from the same period in 2003 due to more activity
  in the new issue market.

Income
  from the Companys equity investment in SBS, for the nine months ended
  September 30, 2004 was $1,532,000 compared to income of $1,704,000, a decrease
  of $172,000 or 10.1% from the same period in 2003. This decrease was due to
  decreased activity in the municipal bond market in the first and second quarter
  of 2004.

Trading
  profits were $593,000 for the nine months ended September 30, 2004, a decrease
  of $24,000 or 3.9% over the same period in 2003 due to an overall decrease in
  trading margins.

Interest
  and dividends for the nine months ended September 30, 2004 were $302,000, a
  decrease of $26,000 or 7.9% from the same period in 2003 primarily due to lower
  interest rates and maturing of municipal bonds that provided higher yields.

Total
  expenses for the nine months ended September 30, 2004 were $18.5 million, an
  increase of $320,000 or 1.8% from the same period in 2003.

Employee
  compensation and benefit costs for the nine months ended September 30, 2004
  were $7.8 million, an increase of $1,355,000 or 21.0% from the same period in
  2003. This increase was primarily due to an increase in bonus accruals, the
  hiring of the Companys General Counsel and the expansion of the Companys
  Capital Markets Group and New York Stock Exchange Floor Operations.

Clearing
  and floor brokerage costs for the nine months ended September 30, 2004 were
  $2.7 million, a decrease of $259,000 or 8.7% from the same period in 2003 primarily
  due to increased volume of trade executions, offset by a one time commission
  rebate of $800,000 from the Companys clearing firm.

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Advertising
  and promotion expenses for the nine months ended September 30, 2004 were $894,000,
  a decrease of $69,000 or 7.2% from the same period in 2003 primarily due to
  managements decision to spend less for advertising and promotion.

Communications
  expense for the nine months ended September 30, 2004, was $1.8 million, a decrease
  of $318,000 or 15.2% from the same period in 2003 due primarily managements
  effort to control these costs.

Occupancy
  costs for the nine months ended September 30, 2004 were $802,000, a decrease
  of $40,000 or 4.8% from the same period in 2003. This decrease was primarily
  due to the closing of the YDB office in Aventura, Florida in 2003 and the combining
  of the Companys Boca Raton office with YDBs Boca Raton office into
  a larger branch, in the second quarter of 2004.

Other
  general and administrative expenses were $4.4 million, a decrease of $373,000
  or 7.8% from the same period in 2003. This decrease was primarily due to the
  elimination of product development costs relating to the JBS offset by costs
  relating to the Company entering into the commission recapture business in the
  third quarter of 2004 and the cost of leasing an additional seat on the New
  York Stock Exchange as the Company expanded the New York Stock Exchange Floor
  Operation.

For
  the nine months ended September 30, 2004 and 2003, the Company recorded a provision
  for taxes of $828,000 and $22,000, respectively, due to the Companys income
  before income tax of $1.9 million and $89,000, 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 September
  30, 2004 were $41.9 million. As of that date, $29.7 million, or 71%, 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 September 30, 2004, Sieberts regulatory net capital was
  $15.6 million, $15.3 million in excess of its minimum capital requirement of
  $250,000.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Working
  capital is generally temporarily invested in dollar denominated money market
  funds and overnight certificates of deposits. These investments are not subject
  to material changes in value due to interest rate movements. The Company also
  invests in certain short-term municipal bonds, the values of which may fluctuate
  during the period they are held by the Company.

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

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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 Exchange Act Rule 13a-15 under the Securities Exchange Act of 1934. Based
  upon that evaluation, the President and Chief Financial Officer concluded that
  the Companys disclosure controls and procedures were effective in timely
  alerting them to material information relating to the Company (including its
  consolidated subsidiaries) required to be included in the Companys periodic
  Securities and Exchange Commission filings.

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

Part II - OTHER INFORMATION

Item 1.Legal
  Proceedings

See
  Part I-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
  Sale of Equity Securities and Use of Proceeds

|Period                                           | Total Number
      Of Shares
      Purchased | 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
|------------------------------------------------ | -------------------------------------------- | ---------------------------------- | ----------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|July 2004
August 2004
September
      2004
Total | -
      3,0148,900
      11,914              | -
$3.30
$3.74
$3.63                | 886,802
889,816
898,716
898,716                                                                 | 113,198
110,184
101,284
101,284                                                          

(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

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

None

Item 5.Other
  Information

None

Item 6.Exhibits

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.







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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: November 15, 2004 By: /s/ Joseph M. Ramos, Jr.
           Joseph M. Ramos, Jr.Executive
    Vice President and Chief Financial Officer 
           (principal financial and accounting
    officer) Dated: November 15, 2004


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