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|                                       
|---------------------------------------
|U.S. SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON,
 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, 2008                                  

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
|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 a large accelerated, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definition
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.

(Check one)
Large Accelerated Filer o Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company x

Indicate
by check mark whether the registrant is a shell company (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 May 1, 2008, there were
22,214,632 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
us or by our officers, directors or employees acting on our 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 our actual results to be materially
different from our 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 we do prevalence of a flat fee
environment; decline in participation in equity or municipal finance
underwritings; limited trading opportunities; the method of placing trades by
our customers; computer and telephone system failures; our level of spending 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. We undertake 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 us involves various risks, including those mentioned
above and those which are detailed from time to time in our Securities and
Exchange Commission filings.

1

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Part I - FINANCIAL INFORMATION

Item 1.  Financial
Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                 |  | March 31,
 2008 |            | December 31,
 2007 |  
|                                                                                                                                                                 |  | (unaudited)     |            |                    |  
|                                                                                                                                                                 |  |                 |            |                    |  
|ASSETS                                                                                                                                                           |  |                 |            |                    |   |            |  
|Cash and
 cash equivalents                                                                                                                                       |  | $               | 8,559,000  |                    | $ | 34,589,000 |  
|Cash
 equivalents  restricted                                                                                                                                   |  |                 | 1,300,000  |                    |   | 1,300,000  |  
|Securities
 owned, at market value  Treasury bills                                                                                                              |  |                 | 25,002,000 |                    |   |            |  
|Securities
 owned, at market value - other                                                                                                                       |  |                 | 393,000    |                    |   | 739,000    |  
|Receivable
 from clearing broker                                                                                                                                 |  |                 | 2,263,000  |                    |   | 1,683,000  |  
|Furniture,
 equipment and leasehold improvements, net                                                                                                            |  |                 | 1,156,000  |                    |   | 1,037,000  |  
|Investment
 in and advances to equity investees                                                                                                                  |  |                 | 5,692,000  |                    |   | 5,902,000  |  
|Prepaid
 expenses and other assets                                                                                                                               |  |                 | 1,277,000  |                    |   | 936,000    |  
|Intangibles,
 net                                                                                                                                                |  |                 | 835,000    |                    |   | 871,000    |  
|Deferred taxes                                                                                                                                                   |  |                 | 853,000    |                    |   | 867,000    |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|                                                                                                                                                                 |  | $               | 47,330,000 |                    | $ | 47,924,000 |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |  |                 |            |                    |   |            |  
|Liabilities:                                                                                                                                                     |  |                 |            |                    |   |            |  
|Accounts
 payable and accrued liabilities                                                                                                                        |  |                 | 5,224,000  |                    |   | 5,704,000  |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|Contingencies                                                                                                                                                    |  |                 |            |                    |   |            |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|Stockholders
 equity:                                                                                                                                           |  |                 |            |                    |   |            |  
|Common
 stock, $.01 par value; 49,000,000 shares authorized, 23,211,846 shares issued
 and 22,212,346 shares outstanding at March 31, 2008 and December 31, 2007 |  |                 | 232,000    |                    |   | 232,000    |  
|Additional
 paid-in capital                                                                                                                                      |  |                 | 18,846,000 |                    |   | 18,832,000 |  
|Retained
 earnings                                                                                                                                               |  |                 | 27,532,000 |                    |   | 27,660,000 |  
|Less:
 999,500 shares of treasury stock, at cost at March 31, 2008 and December 31,
 2007                                                                        |  |                 | (4,504,000 | )                  |   | (4,504,000 | )
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|                                                                                                                                                                 |  |                 | 42,106,000 |                    |   | 42,220,000 |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  
|                                                                                                                                                                 |  | $               | 47,330,000 |                    | $ | 47,924,000 |  
|                                                                                                                                                                 |  |                 |            |                    |   |            |  

See notes to consolidated financial
statements.

2

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

|                                                                |  |                                |            |      |   |            | 
|--------------------------------------------------------------- |  | ------------------------------ | ---------- | ---- | - | ---------- | 
|                                                                |  | Three Months Ended 
 March 31, |           
|                                                                |  |                                |           
|                                                                |  | 2008                           |            | 2007 |  
|                                                                |  |                                |           
|                                                                |  |                                |            |      |   |            | 
|Revenues:                                                       |  |                                |            |      |   |            | 
|Commissions and fees                                            |  | $                              | 6,201,000  |      | $ | 6,561,000  | 
|Investment banking                                              |  |                                | 1,257,000  |      |   | 963,000    | 
|Trading profits                                                 |  |                                | 39,000     |      |   | 98,000     | 
|Interest and dividends                                          |  |                                | 400,000    |      |   | 450,000    | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                | 7,897,000  |      |   | 8,072,000  | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                |            |      |   |            | 
|Expenses:                                                       |  |                                |            |      |   |            | 
|Employee compensation and benefits                              |  |                                | 3,270,000  |      |   | 3,074,000  | 
|Clearing fees, including floor brokerage                        |  |                                | 1,578,000  |      |   | 1,409,000  | 
|Professional fees                                               |  |                                | 1,186,000  |      |   | 1,033,000  | 
|Advertising and promotion                                       |  |                                | 303,000    |      |   | 348,000    | 
|Communications                                                  |  |                                | 644,000    |      |   | 385,000    | 
|Occupancy                                                       |  |                                | 326,000    |      |   | 313,000    | 
|Other general and administrative                                |  |                                | 715,000    |      |   | 745,000    | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                | 8,022,000  |      |   | 7,307,000  | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                |            |      |   |            | 
|(Loss) income from equity investees                             |  |                                | (57,000    | )    |   | 934,000    | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                |            |      |   |            | 
|(Loss) income before income taxes                               |  |                                | (182,000   | )    |   | 1,699,000  | 
|                                                                |  |                                |            |      |   |            | 
|(Benefit) provision for income taxes                            |  |                                | (54,000    | )    |   | 714,000    | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                |            |      |   |            | 
|Net (loss) income                                               |  | $                              | (128,000   | )    | $ | 985,000    | 
|                                                                |  |                                |            |      |   |            | 
|                                                                |  |                                |            |      |   |            | 
|Net (loss) income per share of common stock - Basic and Diluted |  | $                              | (.01       | )    | $ | .04        | 
|Weighted average shares outstanding - Basic                     |  |                                | 22,212,346 |      |   | 22,203,346 | 
|Weighted average shares outstanding - Diluted                   |  |                                | 22,212,346 |      |   | 22,313,728 | 

See notes to consolidated financial statements.

3

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

|                                                                                          |  |                               |             |      |   |            |  
|----------------------------------------------------------------------------------------- |  | ----------------------------- | ----------- | ---- | - | ---------- | -
|                                                                                          |  | Three Months Ended
 March 31, |            
|                                                                                          |  |                               |            
|                                                                                          |  | 2008                          |             | 2007 |  
|                                                                                          |  |                               |             |      |  
|Cash
 flows from operating activities:                                                    |  |                               |             |      |   |            |  
|Net (loss)
 income                                                                        |  | $                             | (128,000    | )    | $ | 985,000    |  
|Adjustments to
 reconcile net (loss) income to net cash provided by operating activities: |  |                               |             |      |   |            |  
|Depreciation and
 amortization                                                            |  |                               | 113,000     |      |   | 163,000    |  
|(Loss) income
 from equity investees                                                      |  |                               | 57,000      |      |   | (934,000   | )
|Distribution from
 equity investees                                                       |  |                               | 21,000      |      |   | 1,153,000  |  
|Deferred taxes                                                                            |  |                               | 14,000      |      |   | (20,000    | )
|Employee stock
 based compensation                                                        |  |                               | 14,000      |      |   | 23,000     |  
|Unrealized loss
 of securities owned, at market value - other                             |  |                               | 110,000     |      |   |           |  
|Proceeds from
 sale of securities owned, at market value - other                          |  |                               | 236,000     |      |   |           |  
|Changes in:                                                                               |  |                               |             |      |   |            |  
|Receivable from
 clearing broker                                                          |  |                               | (580,000    | )    |   | (19,000    | )
|Accrued interest
 on securities owned, at market value - Treasury bills                   |  |                               | (204,000    | )    |   |           |  
|Prepaid expenses
 and other assets                                                        |  |                               | (341,000    | )    |   | (156,000   | )
|Accounts payable
 and accrued liabilities                                                 |  |                               | (480,000    | )    |   | (451,000   | )
|                                                                                          |  |                               |             |      |   |            |  
|Net cash (used
 in) provided by operating activities                                      |  |                               | (1,168,000  | )    |   | 744,000    |  
|                                                                                          |  |                               |             |      |   |            |  
|                                                                                          |  |                               |             |      |   |            |  
|Cash
 flows from investing activities:                                                    |  |                               |             |      |   |            |  
|Purchase of
 securities owned, at market value - Treasury bills                           |  |                               | (24,798,000 | )    |   |           |  
|Purchase of
 furniture, equipment and leasehold improvements                              |  |                               | (196,000    | )    |   | (459,000   | )
|Collection
 (payment) of advances made to equity investees                                |  |                               | 132,000     |      |   | (534,000   | )
|                                                                                          |  |                               |             |      |   |            |  
|Net cash used in
 investing activities                                                    |  |                               | (24,862,000 | )    |   | (993,000   | )
|                                                                                          |  |                               |             |      |   |            |  
|                                                                                          |  |                               |             |      |   |            |  
|Cash
 flows from financing activities:                                                    |  |                               |             |      |   |            |  
|Proceeds from
 exercise of options                                                        |  |                               |            |      |   | 11,000     |  
|                                                                                          |  |                               |             |      |   |            |  
|Net cash
 provided by financing activities                                                |  |                               |            |      |   | 11,000     |  
|                                                                                          |  |                               |             |      |   |            |  
|                                                                                          |  |                               |             |      |   |            |  
|Net decrease in
 cash and cash equivalents                                                |  |                               | (26,030,000 | )    |   | (238,000   | )
|                                                                                          |  |                               |             |      |   |            |  
|Cash and cash
 equivalents - beginning of period                                          |  |                               | 34,589,000  |      |   | 32,606,000 |  
|                                                                                          |  |                               |             |      |   |            |  
|                                                                                          |  |                               |             |      |   |            |  
|Cash and cash
 equivalents - end of period                                                |  | $                             | 8,559,000   |      | $ | 32,368,000 |  
|                                                                                          |  |                               |             |      |   |            |  
|                                                                                          |  |                               |             |      |   |            |  
|Supplemental
 cash flow disclosures:                                                      |  |                               |             |      |   |            |  
|Cash paid for:                                                                            |  |                               |             |      |   |            |  
|Income taxes                                                                              |  | $                             | 36,000      |      | $ | 556,000    |  

See notes to consolidated financial statements.

4

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Siebert Financial Corp. & Subsidiaries 
Notes to Condensed Consolidated Financial Statements 
Three Months Ended March 31, 2008 and 2007 
(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 and transactions have been eliminated.
  Investment in two entities in which the Company has ownership interests of
  49% and 33.33%, respectively, are accounted for by the equity method. 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 States 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, 2007.
  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. | Securities owned, at market value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company
  adopted SFAS No. 157, Fair Value Measurements, in the first quarter of
  2008. SFAS No. 157 defines fair value, establishes a framework for measuring
  fair value and requires enhanced disclosures about fair value measurements.
  As defined in SFAS No. 157, fair value is the price that would be received to
  sell an asset or paid to transfer a liability in an orderly transaction
  between participants at the measurement date. In determining fair value, the
  Company often utilizes certain assumptions that market participants would use
  in pricing the asset or liability, including assumptions about risk and or
  the risks inherent in the inputs to the valuation technique. These inputs can
  be readily observable, market corroborated, or generally unobservable firm
  inputs. The fair value hierarchy ranks the quality and reliability of the
  information used to determine fair values. Financial assets and liabilities
  carried at fair value will be classified and disclosed in one of the
  following three categories:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Level 1 
  valued based on quoted prices at the measurement date for identical assets or
  liabilities trading in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | Level 2  Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the
asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Level 3 
  valuations derived from valuation techniques in which one or more significant
  inputs is not readily observable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

5

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As of March
31, 2008:

|                                    |  |               |  |         |  |         |  |              
|----------------------------------- |  | ------------- |  | ------- |  | ------- |  | -------------
|Securities
  owned, at market value |  | Level 1       |  | Level 2 |  | Level 3 |  | Total        
|                                    |  |               |  |         |  |         |  |              
|Treasury
  bills                    |  | $25,002,000   |  |        |  |        |  | $25,002,000  
|NASDAQ
  common 
  stock            |  | $     393,000 |  |        |  |        |  | $     393,000

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Earnings (Loss) Per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Basic
  earnings (loss) per share is calculated by dividing net income (loss) by the
  weighted average outstanding shares during the period. Diluted earnings per
  share is calculated by dividing net income by the number of shares
  outstanding under the basic calculation and adding all dilutive securities,
  which consist of options. The treasury stock method is used to reflect the
  dilutive effect of outstanding options, which, for the three months ended
  March 31, 2007 amounted to 110,382 additional shares, added to the basic
  weighted average outstanding shares of 22,203,346. The Company recognized a
  net loss for the three months ended March 31, 2008. Accordingly, basic and
  diluted common shares are the same as the effect of potentially dilutive
  securities would be anti-dilutive to loss per share. Potentially dilutive
  securities consisting of outstanding options not included in the computation
  of diluted (loss) income per share as the effect would have been
  anti-dilutive for the three months ended March 31, 2008 and 2007 amounted to
  1,467,200 and 1,288,466, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | 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, 2008, Siebert had net capital of approximately
  $29,127,000 as compared with net capital requirements of $250,000.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On January
  22, 2008, the Board of Directors of the Company authorized a buy back of up
  to 300,000 shares of common stock. Shares will be purchased from time to time
  in the open market and in private transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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, 2008 and 2007 is
  set forth below. Siebert holds a 49% ownership interest in SBS which serves
  as an underwriter for Municipal bond offerings. Income from SBS is considered
  to be integral to Sieberts operations and material to the results of
  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

6

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| |                                                                                                   |  |      |            |      |   |            | 
| | ------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | 
| |                                                                                                   |  | 2008 |            | 2007 |  
| |                                                                                                   |  |      |            |      |  
| |                                                                                                   |  |      |            |      |   |            | 
| | Total assets including
  secured demand note of $1,200,000 in each
  period due from Siebert      |  | $    | 16,122,000 |      | $ | 30,527,000 | 
| | Total liabilities
  including subordinated liabilities of$1,200,000 in each period due to Siebert |  |      | 6,358,000  |      |   | 18,951,000 | 
| | Total members capital                                                                            |  |      | 9,765,000  |      |   | 11,576,000 | 
| | Total revenues                                                                                    |  |      | 4,601,000  |      |   | 7,657,000  | 
| | Net (loss) income                                                                                 |  |      | (97,000    | )    |   | 1,902,000  | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert charged SBS
  $46,000 and $60,000 for the three months ended March 31, 2008 and 2007,
  respectively, for general and administrative services, which Siebert believes
  approximates the cost of furnishing such services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Sieberts share of
  undistributed earnings from SBS amounted to $4,393,000 and $5,280,000 at
  March 31, 2008 and 2007, 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. | SBS
  Financial Products Company, LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company entered into
  an Operating Agreement, effective as of April 19, 2005 (the Operating
  Agreement), with the two individual principals of SBS (the Principals) for
  the formation of SBS Financial Products Company, LLC, a Delaware limited
  liability company (SBSFPC). Pursuant to the terms of the Operating
  Agreement, 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 engages in derivatives transactions related to the municipal
  underwriting business. The Operating Agreement provides that profit will be
  shared 66.66% by the Principals and 33.33% by the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Companys share of
  undistributed earnings of SBSFPC amounts to $438,000 and $837,000 at March
  31, 2008 and 2007, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Summarized financial data
  of SBSFPC as of and for the three months March 31, 2008 and 2007 is set forth
  below. (Loss) income from SBSFPC is considered to be integral to the
  Companys operations and material to the results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                        |  |      |             |      |   |            | 
| | ---------------------- |  | ---- | ----------- | ---- | - | ---------- | 
| |                        |  | 2008 |             | 2007 |  
| |                        |  |      |             |      |  
| | Total assets           |  | $    | 118,229,000 |      | $ | 42,341,000 | 
| | Total liabilities      |  |      | 115,716,000 |      |   | 38,629,000 | 
| | Total members capital |  |      | 2,513,000   |      |   | 3,712,000  | 
| | Total revenues         |  |      | 88,000      |      |   | 184,000    | 
| | Net (loss) income      |  |      | (28,000     | )    |   | 7,000      | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | 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) in 2003. Based on consultation with
  counsel, Siebert believes that the $1,500,000 that it advanced to Pershing in
  January 2003 should have been returned and that Pershing may be liable for
  damages. Pershing expressed its belief that it was entitled to retain the
  advance and receive a

7

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | minimum of $3 million for its unreimbursed
  costs, a termination fee of $500,000 and $5 million for lost revenues.
  Siebert received a release for the $3 million related to disputed claims for
  unreimbursed fees and costs via a Limited Release in 2005. In 2004, Siebert
  decided not to commence proceedings against Pershing and charged off the
  $1,500,000 advance to Pershing. Siebert believes the Pershing claims are
  without merit and that the ultimate outcome of this matter will not have a
  material adverse effect on the Companys results of operations or financial
  position.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 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 our audited consolidated
financial statements as of and for the year ended December 31, 2007, and our
unaudited Consolidated Financial Statements and the Notes thereto contained
elsewhere in this Quarterly Report.

Business Environment

The
stock markets posted new lows in the first quarter 2008 as a result of the
anxiety surrounding the housing crisis and the health of the financial services
companies. Competition in the brokerage industry remains intense.

Like
other securities firms, we are 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 our 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
January 22, 2008, our Board of Directors authorized a buy back of up to 300,000
shares of common stock. Shares will be purchased from time to time in the open
market and in private transactions.

Critical Accounting Policies

We generally follow accounting policies
standard in the brokerage industry and believe that our policies appropriately
reflect our financial position and results of operations. Our management makes
significant estimates that effect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosure of contigent
assets and liabilities included in the financial statements. The estimates
relate primarily to revenue and expense items in the normal course of business
as to which we receive no confirmations, invoices, or other documentation at
the time the books are closed for a period. We use our best judgment, based on
our knowledge of these revenue transactions and expenses incurred, to estimate
the amounts of such revenue and expense. We are not aware of any material
differences between the estimates used in closing our books for the last five
years and the actual amounts of revenue and expenses incurred when we
subsequently receive the actual confirmations, invoices or other documentation.
Estimates are also used in determining the useful lives of intangible assets,
and the fair market value of intangible assets. Our management believes that
its estimates are reasonable.

8

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Results of Operations

We
believe that our business is performing relatively well, given the current
business environment for discount, online and institutional brokers. We had a
net loss of $128,000 for the three months ended March 31, 2008 compared to net
income of $985,000 for the three months ended March 31, 2007.

Total
revenues for the three months ended March 31, 2008 were $7.9 million, a
decrease of $175,000 or 2.2% from the same period in 2007.

Commission
and fee income for the three months ended March 31, 2008 was $6.2 million, a
decrease of $360,000 or 5.5% from the same period in 2007 due to a decrease in
commissions generated from institutional trading, fees from margin debits due
to lower margin debit balances and lower rates and retail customer commissions.
Retail customer volumes increased however the average commission charged per
trade decreased due to more retail customer executing trades online via the
internet which has a lower commission charge per ticket.

Investment
banking revenues for the three months ended March 31, 2008 were $1.3 million,
an increase of $294,000 or 30.5% from the same period in 2007 due to our
participation in more new issues in the debt and equity markets.

Trading
profits were $39,000 for the three months ended March 31, 2008, a decrease of
$59,000 or 60.2% from the same period in 2007 due to a mark to market of our
securities owned position.

Interest
and dividends for the three months ended March 31, 2008 were $400,000, a
decrease of $50,000 or 11.1% from the same period in 2007 primarily due to
lower interest rates.

Total
expenses for the three months ended March 31, 2007 were $8.0 million, an
increase of $715,000 or 9.8% from the same period in 2007.

Employee
compensation and benefit costs for the three months ended March 31, 2008 was
$3.3 million, an increase of $196,000 or 6.4% for the same period in 2007. This
increase was due to an increase in commissions paid based on production, hiring
of new sales traders and employee health benefits offset by a decrease in bonus
accruals.

Clearing
and floor brokerage costs for the three months ended March 31, 2008 were $1.6
million, an increase of $169,000 or 12.0% from the same period in 2007 due to
an increase in volume of trade executions for retail customers and commission
recapture operations offset by a decrease in listed floor executions for
institutional customers.

Professional
fees were $1.2 million for the three months ended March 31, 2008, an increase
of $153,000, or 14.8% for the same period in 2007 due to an increase in consulting fees
relating to the commission recapture business, compliance with Sarbanes-Oxley
and consultants assisting with the development of the front end system.

Advertising
and promotion expenses for the three months ended March 31, 2008 were $303,000,
a decrease of $45,000 or 12.9% from the same period in 2007 primarily due to
the reduction of print advertising in 2008.

9

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Communications
expense for the three months ended March 31, 2008, was $644,000, an increase of
$259,000 or 67.3% from the same period in 2007 primarily due to an increase in
costs associated with our new website.

Occupancy
costs for the three months ended March 31, 2008 were $326,000, an increase of
$13,000 or 4.2% from the same period in 2007 due to an increase in rents in the
Florida branches.

Other
general and administrative expenses were $715,000, a decrease of $30,000 or
4.0% from the same period in 2007 primarily due to a decrease in placement
fees, travel and entertainment, depreciation and amortization and printing
costs offset by increases in repairs made to our new West Palm Beach office.

Loss
from Sieberts equity investment in Siebert Brandford Shank & Co., LLC, an
entity in which Siebert holds a 49% equity interest (SBS), for the three
months ended March 31, 2008 was $47,000 compared to income of $932,000, from
the same period in 2007. This decrease was due to SBS participating in fewer
managed and co-managed transactions. SBS serves as an underwriter for municipal
bond offerings. Loss from our equity investment in SBS Financial Products
Company, LLC, an entity in which we hold a 33% equity interest (SBSFPC) for
the three months ended March 31, 2008, was $9,000 as compared to income of
$2,000 from the same period in 2007. This decrease is due to a decrease in the
number of transactions during the period. SBSFPC engages in derivatives
transactions related to the municipal underwriting business. Income and loss
from equity investees is considered to be integral to our operations and
material to the results of operations.

For
the three months ended March 31, 2008 we recorded a benefit for taxes of
$54,000 due to our loss before taxes of $182,000 and for the three months ended
March 31, 2007 we recorded a provision of $714,000 due to our income before tax
of $1,699,000.

Liquidity and Capital Resources

Our
assets are highly liquid, consisting generally of cash, money market funds and
commercial paper. Our total assets at March 31, 2008 were $47 million. As of
that date, $36 million, or 76%, of our total assets were regarded by us as
highly liquid.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At March 31, 2008, Sieberts regulatory net capital was
$29.1 million, $28.9 million in excess of its minimum capital requirement of
$250,000.

We
also intend to acquire shares of our common stock pursuant to our 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 our 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, 2008, 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 United States Treasury Bills. These investments are not subject to
material changes in value due to interest rate movements.

10

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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 our
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 4T. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation
of management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our 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, our management, including the Chief Executive Officer and
Chief Financial Officer, concluded that our disclosure controls and procedures
are effective to ensure that the information we are required to disclose in
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission and to ensure that information required to be disclosed is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer to allow timely decisions regarding timely
disclosure.

There were no
changes in our internal controls over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.

11

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Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

We
are involved in various routine lawsuits of a nature we deemed to be customary
and incidental to our 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 1A. Risk
Factors

In
addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2007, which
could materially affect our business, financial position and results of
operations. There are no material changes from the risk factors set forth in
Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year
ended December 31, 2007.

Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds

On
May 15, 2000, our Board of Directors authorized a buy back of up to one million
shares of our common stock. Under this program, shares are purchased from time
to time, at our discretion, in the open market and in private transactions.         No purchases of common stock were made
under this program during the first quarter of 2008. We have purchased 999,500
shares of our common stock under this program and an additional 500 shares of
our common stock may be purchased under this program.

On
January 22, 2008, our Board of Directors authorized the repurchase of up to
300,000 shares of our common stock. Shares will be purchased from time to time,
in our discretion, in the open market and in private transactions. We intend to
continue acquiring shares pursuant to our stock repurchase program based upon
the price of the stock and in accordance with applicable rules and regulations.
No purchases of our common stock were made under this program during the first
quarter of 2008.

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.

12

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

13

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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: May
  15, 2008    
| |                          
| | By:                       | /s/ Joseph M. Ramos, Jr.                              
| |                           |                                                        | 
| |                           | Joseph M.
  Ramos, Jr.                                
| |                           | Executive
  Vice President and Chief Financial Officer
| |                           | (principal
  financial and accounting officer)        
| |                          
| | Dated: May
  15, 2008    

14

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