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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

      [X] Quarterly Report Pursuant to Section 13 or 15(D) of the
          Securities Exchange Act of 1934

          For the quarterly period ended  June 30, 2000
                                          --------------

      [ ] Transition Report Pursuant to 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 Small Business Issuer as Specified in its Charter)

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

                   885 Third Avenue, New York, New York 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS

         Indicate by check mark whether the  registrant  has filed all documents
and reports required to be filed by Section 12,13 or 15(d) of the Securities and
Exchange of 1934 Act subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of August 9, 2000, there
were 22,892,515 shares of Common Stock, par value $.01 per share, outstanding.

         Transitional Small Business Disclosure Format (check one):

Yes [ ] No [X]

<PAGE>

          Unless the context  otherwise  requires,  the  "Company"  or "Siebert"
shall mean Siebert Financial Corp. and its wholly owned subsidiaries.

         The Company's  quarterly and annual operating results are affected by a
wide  variety of factors  that could  materially  and  adversely  affect  actual
results,   including:   changes  in  general  economic  and  market  conditions,
fluctuations  in volume and prices of  securities,  changes  and  prospects  for
changes in  interest  rates and  demand for  brokerage  and  investment  banking
services,  increases in  competition  within and without the discount  brokerage
business  through  broader  services  offerings or otherwise,  competition  from
electronic  discount  brokerage firms offering greater  discounts on commissions
than the Company, prevalence of a flat fee environment, decline in participation
in equity or municipal  finance  underwritings,  decreased  ticket volume in the
discount  brokerage  division,  limited  trading  opportunities,   increases  in
expenses,  changes in net  capital or other  regulatory  requirements  and risks
related to the Year 2000.

         As a result of these and other  factors,  the  Company  may  experience
material  fluctuations  in future  operating  results on a  quarterly  or annual
basis,  which could  materially  and adversely  affect its  business,  financial
condition,  operating results, and stock price.  Furthermore,  this document and
other documents filed by the Company with the Securities and Exchange Commission
(the "SEC")  contain  certain  forward  looking  statements  with respect to the
business of the Company,  including  prospective financing  arrangements.  These
forward-looking  statements  are  subject  to certain  risks and  uncertainties,
including  those  mentioned  above,  which may cause  actual  results  to differ
significantly from these forward-looking  statements.  The Company undertakes no
obligation   to  publicly   release  the  results  of  any  revisions  to  these
forward-looking  statements which may be made to reflect events or circumstances
after the date when such  statements  were made or to reflect the  occurrence of
unanticipated  events.  An investment  in the Company  involves  various  risks,
including  those  mentioned above and those which are detailed from time to time
in the Company's SEC filings.

Part I   Financial Information

Item 1   Financial Statements


<PAGE>




                      Siebert Financial Corp. & Subsidiary
                 Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                     June 30, 2000      December 31,
                                                                       (unaudited)         1999
                                                                        ---------          ----
<S>                                                                 <C>             <C>
ASSETS
Cash and cash equivalents                                           $ 27,065,000    $ 22,882,000
Cash equivalents - restricted                                          1,300,000       1,300,000
Receivable from clearing broker                                        2,399,000       2,358,000
Securities owned, at market value                                      4,447,000       2,653,000
Furniture, equipment and leasehold improvements, net                   1,367,000         729,000
Investment in affiliate                                                  960,000       1,097,000
Prepaid expenses and other assets                                      1,093,000       1,286,000
                                                                    ------------    ------------


                                                                    $ 38,631,000    $ 32,305,000
                                                                    ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value                 $         --    $     50,000
Taxes payable                                                          1,439,000              --
Accounts payable and accrued liabilities                               2,982,000       2,801,000
                                                                    ------------    ------------

                                                                       4,421,000       2,851,000
                                                                    ------------    ------------

Commitments and contingent liabilities

Stockholders' equity
Common stock, $.01 par value; 49,000,000 shares authorized,
22,892,515 and 22,889,687 issued and outstanding at June 30, 2000
and December 31, 1999, respectively
Additional paid-in capital                                            17,627,000      17,582,000
Retained earnings                                                     16,483,000      11,644,000
Less: 18,100 shares of treasury stock, at cost                          (129,000)             --
                                                                    ------------    ------------

                                                                      34,210,000      29,454,000
                                                                    ------------    ------------

                                                                    $ 38,631,000    $ 32,305,000
                                                                    ============    ============
</TABLE>


                 See notes to consolidated financial statements.


                                      -3-

<PAGE>

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

<TABLE>
<CAPTION>
                                                           Three Months Ended                      Six Months Ended
                                                 ------------------------------------     --------------------------------
                                                               June 30,                                 June 30,
                                                 ------------------------------------     --------------------------------
                                                            2000            1999                2000                 1999
                                                            ----            ----                ----                 ----
<S>                                                  <C>                 <C>               <C>                 <C>
Revenues:
   Commissions and fees                              $  9,830,000        $ 8,053,000       $ 22,482,000        $15,624,000
   Investment banking                                     349,000            371,000            818,000            649,000
   Trading profits                                        174,000            175,000            393,000            417,000
    Income (loss) from equity investee                   (250,000)           460,000           (341,000)           636,000
   Interest and dividends                                 495,000            196,000            867,000            479,000
                                                     ------------        -----------       ------------        -----------

                                                       10,598,000          9,255,000         24,219,000         17,805,000
                                                     ------------        -----------       ------------        -----------

Expenses:
   Employee compensation and benefits                   2,969,000          2,913,000          6,218,000          5,698,000
    Clearing fees, including floor
      brokerage                                         1,775,000          1,387,000          3,779,000          2,834,000
   Advertising and promotion                              686,000            690,000          1,258,000          1,412,000
   Communications                                         779,000            651,000          1,582,000          1,214,000
   Occupancy                                              198,000            138,000            373,000            214,000
   Interest                                                 3,000             52,000              9,000            104,000
   Other general and administrative                     1,164,000          1,023,000          2,459,000          2,088,000
                                                     ------------        -----------       ------------        -----------

                                                        7,574,000          6,854,000         15,678,000         13,564,000
                                                     ------------        -----------       ------------        -----------

Income before income taxes                              3,024,000          2,401,000          8,541,000          4,241,000

Provision for income taxes                              1,270,000          1,032,000          3,581,000          1,866,000
                                                     ------------        -----------       ------------        -----------

Net income                                           $  1,754,000        $ 1,369,000       $  4,960,000        $ 2,375,000
                                                     ============        ===========       ============        ===========

Net income per share of common stock -
    basic                                            $       0.08        $      0.06       $       0.22        $      0.10
    diluted                                          $       0.08        $      0.06       $       0.21        $      0.10

Weighted average shares outstanding -
                                                       22,895,537         22,819,981         22,896,070         22,671,525

Weighted average shares outstanding -
     diluted                                           23,308,878         23,334,646         23,322,096         23,363,789


</TABLE>


                 See notes to consolidated financial statements.


                                      -4-

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                          -------------------------------------
                                                                                         June 30,
                                                                          --------------------------------------
                                                                                2000                  1999
                                                                          -------------            -----------
<S>                                                                       <C>                    <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                           $  4,960,000           $  2,375,000
     Adjustments to reconcile net income to net cash provided by
     Operating activities:
     Depreciation and amortization                                             232,000                173,000
     Utilization of deferred tax asset                                              --              1,841,000
     (Income) loss from equity investee                                        341,000               (636,000)
     Changes in operating assets and liabilities:
     Net (increase) decrease in securities owned, at market value           (1,794,000)             1,748,000
     Net (increase) decrease in receivable from clearing broker                (41,000)               559,000
     (Increase) decrease in prepaid expenses and other assets                  134,000               (114,000)
     Net increase (decrease) in securities sold, not yet purchased,
     at market value                                                           (50,000)              (351,000)
     Increase (decrease) in accounts payable, taxes payable
     and accrued liabilities                                                 1,620,000             (1,216,000)
                                                                          ------------           ------------
     Net cash provided by operating activities                               5,402,000              4,379,000
                                                                          ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of furniture, equipment and leasehold improvements              (811,000)              (181,000)
     Distribution from equity investee                                          53,000                997,000
     Advances to equity investee                                              (257,000)                    --
                                                                          ------------           ------------
     Net cash provided by (used in) investing activities                    (1,015,000)               816,000
                                                                          ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Dividend on common stock                                                 (121,000)              (170,000)
     Proceeds from exercise of options                                          46,000                710,000
     Repurchase of Company Stock                                              (129,000)                    --
     Proceeds from rights offering                                                  --              7,183,000
                                                                          ------------           ------------
             Net cash provided by (used in) financing activities              (204,000)             7,723,000
                                                                          ------------           ------------

             Net increase in cash and cash equivalents                       4,183,000             12,918,000

Cash and cash equivalents - beginning of period                             22,882,000              6,735,000
                                                                          ------------           ------------

Cash and cash equivalents - end of period                                 $ 27,065,000           $ 19,653,000
                                                                          ============           ============
Supplemental cash flow disclosures:
Cash paid for:
    Interest                                                              $      9,000           $    104,000
    Income taxes                                                          $  2,152,000           $    558,000
Noncash investing and financing activities:
Dividends declared                                                                  --           $    119,000
Deferred taxes (see note 3)                                                         --           $  1,195,000
</TABLE>


                 See notes to consolidated financial statements.


                                      -5-

<PAGE>

Siebert Financial Corp. & Subsidiary
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000
(unaudited)

1.   Organization and Basis of Presentation:

     The  consolidated  financial  statements  include  the  accounts of Siebert
     Financial  Corp. (the  "Company") and its wholly owned  subsidiary,  Muriel
     Siebert & Co., Inc.  ("Siebert").  All material  intercompany balances have
     been eliminated.  The statements are unaudited;  however, in the opinion of
     management,  all  adjustments  considered  necessary to reflect  fairly the
     Company's  financial  position  and results of  operations,  consisting  of
     normal recurring adjustments, have been included.

     The accompanying  consolidated  financial  statements do not include all of
     the information  and footnote  disclosures  normally  included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles.  Accordingly, the statements should be read in conjunction with
     the audited financial statements included in the Company's Annual Report on
     Form 10-K for the year ended  December 31,  1999.  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.   Net Capital:

     Siebert is subject to the Securities and Exchange  Commission's Uniform Net
     Capital Rule (Rule 15c3-1),  which requires the  maintenance of minimum net
     capital.  Siebert has elected to use the alternative  method,  permitted by
     the rule,  which  requires that Siebert  maintain  minimum net capital,  as
     defined, equal to the greater of $250,000 or 2% of aggregate debit balances
     arising from customer  transactions,  as defined.  (The net capital rule of
     the New York Stock  Exchange also  provides that equity  capital may not be
     withdrawn or cash  dividends  paid if resulting  net capital  would be less
     than 5 percent of  aggregate  debits.) As of June 30, 2000 and December 31,
     1999,  Siebert had net  capital of  approximately  $19.2  million and $15.5
     million,  respectively,  as  compared  with  net  capital  requirements  of
     $250,000.

3.   Deferred Taxes:

     During the quarters  ended June 30, 1999,  and March 31, 1999,  the Company
     recorded a deferred tax asset of, and increased  additional paid-in capital
     by $836,000 and $2,200,000, respectively, arising from the deductibility of
     the  difference  between the  exercise  price of the options and the market
     value of the stock on the dates of  exercise  of the  options.  During  the
     quarters  end June 30,  1999  and  March  31,  1999  the  Company  utilized
     approximately  $1.0 million and $809,000  respectively  of the deferred tax
     asset to offset income taxes payable.


4.   Capital Transactions:

     On May 15, 2000,  the board of  directors  of the Company  authorized a buy
     back of up to 1 million common  shares.  Shares will be purchased from time
     to time in the open market and in private  transactions.  Through  June 30,
     2000, 18,100 shares have been purchased at prices ranging between $6.875 to
     $7.97.


                                      -6-

<PAGE>


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

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

Business Environment

         Market  conditions  during  the  first  quarter  of  2000  reflected  a
continuation of the 1996 bull market characterized by record volume, record high
market  levels and large  daily  swings in the market  averages.  Interest  rate
concerns, however, led to lower trading volume in the markets overall during the
latter part of April,  May and June.  Meanwhile,  competition  has  continued to
intensify among all types of brokerage firms including discount brokers, as well
as from new firms entering the discount brokerage  business.  Electronic trading
continues  to account for an  increasing  amount of trading  activity  with some
firms offering very low flat rate trading  execution fees that are difficult for
any conventional discount firm to meet. Many of these flat fee brokers, however,
impose  charges for services such as mailing,  transfers and handling  exchanges
which the Company does not currently impose, and also direct their executions to
captive  market  makers.  Continued  competition  from  ultra  low cost flat fee
brokers and broader  service  offerings from other discount  brokers could limit
the Company's  growth or even lead to a decline in the Company's  customer base,
which would adversely affect its results of operations. Industry-wide changes in
trading practices,  such as the advent of decimal pricing and the increasing use
of Electronic  Communication Networks, are expected to cause continuing pressure
on fees earned by discount brokers for the sale of order flow.

         The  Company,  like other  securities  firms,  is affected  directly by
general economic and market conditions including  fluctuations in trading volume
and prices of securities,  changes and prospects for changes in interest  rates,
and demand for  brokerage  and  investment  banking  services,  all of which can
affect the  Company's  results  of  operations.  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.  Accordingly,  earnings for any
period  should not be considered  representative  of earnings to be expected for
any other period.

Current Developments

         Siebert's  commission per customer trade is trending down as the number
of trades  executed on SiebertNet  increases.  For the six months ended June 30,
2000,  SiebertNet  trades accounted for  approximately  60% of all retail trades
compared to 40% for the six months ended June 30, 1999.  Lower trading volume in
the second  quarter of 2000 from  record high  volume  experienced  in the first
quarter of 2000  affected  the  Company's  net income,  which was $.08 per share
during the quarter  ended June 30, 2000 versus $.14 per share during the quarter
ended March 31, 2000.

         On May 15, 2000, the board of directors of the Company authorized a buy
back of up to 1 million  common  shares.  Shares will be purchased  from time to
time in the open  market and in private  transactions.  Through  June 30,  2000,
18,100 shares have been purchased at prices ranging between $6.875 to $7.97.


Results of Operations

Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999

         Revenues.  Total revenues for the three months ended June 30, 2000 were
$10.6 million,  an increase of $1.3 million,  or 14.5%,  over the same period in
1999.

         Commission and fee income increased $1.8 million,  or 22.1%, during the
three months ended June 30, 2000 to $9.8 million due to higher  trading  volume,
partially  offset  by lower  commissions  earned  per trade  resulting  from the
increased use of lower priced electronic trading. The portion of trades executed
on the  Company's  SiebertNet  web  site  continues  to  increase,  representing
approximately  60% of trades  executed  for the  quarter  ended June 30, 2000 as
compared to 44% for the quarter ended June 30, 1999.


                                      -7-

<PAGE>

         Investment  banking  revenues  for the three months ended June 30, 2000
were $349,000,  a decrease of $22,000, or 5.9%, from the three months ended June
30, 1999.

         Loss from equity  investee for the three months ended June 30, 2000 was
$250,000, compared to income of $460,000, or a decrease of 154.3% from the three
months ended June 30, 1999.

         Trading profits for the three months ended June 30, 2000 were $174,000,
a decrease of $1,000, or .6% from the three months ended June 30, 1999.

         Income from  interest and dividends for the three months ended June 30,
2000 was  $495,000,  an increase of $299,000,  or 152.6%,  from the three months
ended June 30, 1999  primarily due to additional  funds  available for temporary
investment.

         Expenses.  Total expenses for the three months ended June 30, 2000 were
$7.6 million, an increase of $720,000 or 10.5%, from the three months ended June
30, 1999.

         Employee compensation and benefit costs for the three months ended June
30, 2000 were $3.0  million,  an increase  of $56,000,  or 1.9%,  from the three
months ended June 30, 1999 primarily due to additional  registered  personnel to
handle increased trading volume.

         Clearing and floor  brokerage  fees for the three months ended June 30,
2000 were $1.8 million, an increase of $388,000,  or 28.0% from the three months
ended June 30,  1999.  The increase  was due to the  increased  volume of trades
executed, offset in part by a lower per ticket charge to the Company under a new
clearing agreement in 2000.

         Advertising and promotion expense remained  approximately  unchanged at
$686,000 compared to $690,000,  or a decrease of .6% from the three months ended
June 30, 1999.

         Communications  expense  for the three  months  ended June 30, 2000 was
$779,000,  an increase of $128,000,  or 19.7%,  from the three months ended June
30, 1999  primarily  due to an increase in the volume of the  Company's  general
business.

         Occupancy  costs for the three months ended June 30, 2000 was $198,000,
an increase  of $60,000,  or 43.5%,  from the three  months  ended June 30, 1999
primarily due to the execution of two new leases  entered into by the Company in
connection with the planned move of the Company's operations to Jersey City, New
Jersey.

         Interest expense for the three months ended June 30, 2000 was $3,000, a
decrease  of  $49,000,  or 94.2%  from the  three  months  ended  June 30,  1999
primarily  due to the  elimination  of short  positions in  proprietary  trading
activities.

         General and Administrative. General and administrative expenses for the
three months ended June 30, 1999 were $1.2 million, an increase of $141,000,  or
13.8% from the three  months ended June 30, 1998  primarily  due to expansion of
Company's customer service capacity.

         Taxes.  Provision for income taxes increased for the three months ended
June 30, 2000 to $1.3 million an increase of  $238,000,  or 23.1% from the three
months  ended  June 30,  1999  due to an  increase  in  income  before  taxes of
$623,000,  to $3.0  million or 25.9% for the three  months  ended June 30, 2000,
compared to $2.4 million for the three months ended June 30, 1999.


                                      -8-

<PAGE>

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

         Revenues.  Total  revenues  for the six months ended June 30, 2000 were
$24.2 million,  an increase of $6.4 million,  or 36.0%,  over the same period in
1999.

         Commission and fee income  increased $6.9 million,  or 43.9%,  over the
six months  ended June 30, 1999 to $22.5  million due to higher  trading  volume
partially  offset  by lower  commissions  earned  per trade  resulting  from the
increased use of lower priced electronic trading. The portion of trades executed
on the  Company's  SiebertNet  web  site  continues  to  increase,  representing
approximately  60% of trades  executed for the six months ended June 30, 2000 as
compared to 40% for the six months ended June 30, 1999.

         Investment banking revenues for the six months ended June 30, 2000 were
$818,000,  an increase of $169,000,  or 26.0% from the six months ended June 30,
1999.

         Loss from equity  investee  for the six months  ended June 30, 2000 was
$341,000,  compared to income of $636,000 a decrease of $977,000, or 153.6% from
the six months ended June 30, 1999.

         Trading profits for the six months ended June 30, 2000 were $393,000, a
decrease of $24,000, or 5.8%, from the six months ended June 30, 1999.

         Income from  interest and  dividends  for the six months ended June 30,
2000 was $867,000,  an increase of $388,000, or 81.0%, from the six months ended
June 30, 1999  primarily  due to higher cash  balances  available  for temporary
investment at generally higher interest rates than the prior period.

         Expenses.  Total  expenses  for the six months ended June 30, 2000 were
$15.7 million,  an increase of $2.1 million, or 15.6%, from the six months ended
June 30, 1999.

         Employee  compensation  and benefit costs for the six months ended June
30, 2000 were $6.2 million, an increase of $520,000, or 9.1% from the six months
ended June 30, 1999 primarily due to additional  registered  personnel to handle
the substantially increased trading volume, particularly in the first quarter of
2000.

         Clearing  and floor  brokerage  fees for the six months  ended June 30,
2000 were $3.8 million,  an increase of $945,000,  or 33.3%, from the six months
ended  June 30,  1999.  The  increase  was due to  increased  volume  of  trades
executed, offset in part by a lower per ticket charge to the Company under a new
clearing agreement in 2000.

         Advertising  and  promotion  expense for the six months  ended June 30,
2000 were $1.3  million,  a decrease of  $154,000,  or 10.9% from the six months
ended June 30, 1999 due to a decreased level of promotional advertising.

         Communications  expense for the six months ended June 30, 1999 was $1.6
million,  an increase of  $368,000,  or 30.3% from the six months ended June 30,
1999 primarily due to an increase in the general business volume.

         Occupancy  costs for the six months ended June 30, 2000 were  $373,000,
an  increase  of  $159,000,  or 74.3%  from the six months  ended June 30,  1999
primarily due to the execution of two new leases  entered into by the Company in
connection with the planned move of the Company's operations to Jersey City, New
Jersey.

         Interest  expense for the six months ended June 30, 2000 was $9,000,  a
decrease of $95,000,  or 91.3% from the six months ended June 30, 1999 primarily
due to the elimination of short positions in proprietary trading activities.

         General and Administrative. General and administrative expenses for the
six months ended June 30, 2000 were $2.5  million,  an increase of $371,000,  or
17.8%,  from the six months  ended June 30, 1999  primarily  due to expansion of
Company's customer service capacity.


                                      -9-

<PAGE>

         Taxes.  Provision  for income taxes  increased for the six months ended
June 30, 2000 to $ 3.6 million,  an increase of $1.7 million,  or 91.9% from the
six months  ended June 30, 1999 due to an increase in net income  before  income
taxes to $8.5  million in the first six months in 2000 over $4.2 million for the
same period in 1999.

Liquidity and Capital Resources

         The Company's assets are highly liquid,  consisting  generally of cash,
money market funds and securities freely saleable in the open market.  Siebert's
total assets at June 30, 2000 were $38.6  million.  As of June 30,  2000,  $33.9
million,  or 87.8%,  of total  assets  were  regarded  by the  Company as highly
liquid.

         Siebert is subject to the net capital requirements of the SEC, the NYSE
and other regulatory  authorities.  At June 30, 2000,  Siebert's  regulatory net
capital  was $19.2  million,  $18.9  million  in excess of its  minimum  capital
requirement of $250,000.

Impact of Inflation

         General inflation in the economy increases  operating  expenses of most
businesses.  The Company has provided  compensation  increases generally in line
with the inflation rate and incurred higher prices for goods and services. While
the Company is subject to inflation as described above, management believes that
inflation  currently does not have a material effect on the Company's  operating
results,  but there can be no assurance  that this will continue to be so in the
future.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Financial Instruments Held For Trading Purposes:

         Through Siebert,  the Company maintains  inventories in exchange-listed
and NASDAQ equity  securities on both a long and short basis.  The fair value of
all  securities  at  June  30,  2000  was  approximately  $4.4  million  in long
positions.  The fair value of all securities at June 30, 1999 was  approximately
$3.6 million in long positions and  approximately  $216,000 in short  positions.
Using a hypothetical  10% increase or decrease in prices,  the potential loss or
gain in fair value, respectively,  is estimated to be approximately $445,000 and
$338,000,  respectively,  due to the  offset of change in fair value of long and
short positions.

Financial Instruments Held For Purposes Other Than Trading:

         Working capital is generally temporarily invested in dollar denominated
money market funds and overnight certificates of deposits. These investments are
not subject to material changes in value due to interest rate movements.


                                      -10-

<PAGE>

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings


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

Item 2.  Changes in Securities and Use of Proceeds

                  None

Item 3.  Defaults Upon Senior Securities

                  None

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

         The Company held its annual  meeting on June 15, 2000. At that meeting,
the following matter was voted on and received the votes indicated:

(1)      Election of Directors      For           Against           Withheld
                                    ---           -------           --------

Muriel F. Siebert                 22,552,498          0               343,847

Nicholas P. Dermigny              22,552,498          0               343,847

Patricia L. Francy                22,552,498          0               343,847

Jane H. Macon                     22,552,498          0               343,847

Daniel Jacobson                   22,552,498          0               343,847


Item 5.  Other Information

                  None

Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                  27       Financial Data Schedule (Edgar Filing Only)

                  (b)      Reports on Form 8-K

                           None

<PAGE>

                                   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.

         Name                         Title                     Date
         ----                         -----                     ----

/s/Muriel F. Siebert         Chair, President and Director      August 10, 2000
-------------------------    (principal executive officer)
Muriel F.  Siebert



/s/Mitchell M. Cohen         Chief Financial Officer            August 10, 2000
-------------------------    and Assistant Secretary
Mitchell M.  Cohen           (principal financial and
                             accounting officer)