SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

             For the transition period from __________ to __________

                          Commission File Number 0-5703

                             SIEBERT FINANCIAL CORP.
             (Exact name of registrant 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
              (Registrant's telephone number, including area code)

                         Former address: Not Applicable
              ----------------------------------------------------
              (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  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

The number of shares of the registrant's  common stock  outstanding as of August
11, 1999 was 22,873,565.


<PAGE>


     The Company is filing this  amendment to its quarterly  report on Form 10-Q
filed August 13, 1999 in order to correct a typographical  error in that filing.
The  correct  amount  for  "Accounts  Payable  and  Accrued  Liablities"  in the
Company's   Consolidated   Statements   of   Financial   Condition   should   be
$2,334,000,rather  than  $2,550,000.  The corrected  Consolidated  Statements of
Financial Condition are contained in this filing.

     Unless  otherwise  indicated,  all  information  in this Form 10-Q has been
adjusted  to reflect a 4-for-1  stock split  effected  April 7, 1998 (the "Stock
Split") and the  acquisition  on May 28, 1999, of Andrew Peck  Associates,  Inc.
("Peck") in a transaction accounted for as a pooling of interests.  Accordingly,
all prior information has been adjusted to include historical  statements of the
financial  position  and  results of  operations  of Peck.  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

                                      -2-

<PAGE>


                                       Siebert Financial Corp. & Subsidiary
                                  Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                                                              June 30, 1999    December 31,
                                                                                                (unaudited)          1998
                                                                                                -----------          ----

<S>                                                                                             <C>                <C>
Cash and cash equivalents                                                                       $19,653,000        $6,735,000
Cash equivalents - restricted                                                                     1,300,000         1,300,000
Receivable from clearing broker                                                                   2,141,000         2,700,000
Securities owned, at market value                                                                 3,633,000         5,381,000
Secured demand note receivable from stockholder                                                   2,000,000         2,000,000
Furniture, equipment and leasehold improvements, net                                                736,000           675,000
Investment in affiliate                                                                           1,211,000         1,572,000
Deferred financing costs                                                                                  -           270,000
Income taxes receivable                                                                           1,195,000                 -
Prepaid expenses and other assets                                                                   821,000           861,000
                                                                                                -----------        ----------

                                                                                                $32,690,000       $21,494,000
                                                                                                ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value                                               $ 216,000          $567,000
Accounts payable and accrued liabilities                                                          2,334,000         3,627,000
                                                                                                -----------        ----------

                                                                                                  2,550,000         4,194,000
                                                                                                -----------        ----------
Commitments and contingent liabilities

Subordinated borrowings payable to stockholder                                                    3,000,000         3,000,000
                                                                                                -----------        ----------

Stockholders' equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
22,873,565 and 21,604,960  issued and  outstanding at June 30, 1999 and
December 31, 1998, respectively                                                                     229,000           215,000
Additional paid-in capital                                                                       17,375,000         6,714,000
Retained earnings                                                                                 9,536,000         7,371,000
                                                                                                -----------        ----------

                                                                                                 27,140,000        14,300,000
                                                                                                -----------        ----------
                                                                                                $32,690,000       $21,494,000
                                                                                                ===========       ===========
</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,
                                                              1999                 1998                1999                 1998
                                                            ---------        ----------           -----------       -----------
<S>                                                        <C>              <C>                   <C>               <C>
Revenues:
   Commissions and fees                                    $8,053,000       $ 5,844,000           $15,624,000       $11,537,000
   Investment banking                                         371,000         1,473,000               649,000         2,966,000
   Trading profits                                            175,000           428,000               417,000           767,000
    Income from equity investee                               460,000             -                   636,000             -
   Interest and dividends                                     196,000           212,000               479,000           415,000
                                                           -----------        ----------           -----------       -----------
                                                            9,255,000         7,957,000            17,805,000        15,685,000
                                                           -----------        ----------           -----------       -----------

Expenses:
   Employee compensation and benefits                       2,913,000         3,021,000             5,698,000         6,069,000
   Clearing fees, including floor
      brokerage                                             1,387,000           580,000             2,834,000         1,889,000
   Advertising and promotion                                  690,000           399,000             1,412,000           939,000
   Communications                                             651,000           456,000             1,214,000           899,000
   Occupancy                                                  138,000           174,000               214,000           385,000
   Interest                                                    52,000            93,000               104,000           193,000
   Other general and administrative                         1,023,000           829,000             2,088,000         1,665,000
                                                          -----------        ----------           -----------       -----------

                                                            6,854,000         5,552,000            13,564,000        12,039,000
                                                          -----------        ----------           -----------       -----------

Income before income taxes                                  2,401,000         2,405,000             4,241,000         3,646,000

Provision for income taxes                                  1,032,000         1,041,000             1,866,000         1,477,000
                                                          -----------        ----------           -----------       -----------
Net income                                                $ 1,369,000       $ 1,364,000           $ 2,375,000       $ 2,169,000
                                                          ===========       ===========           ===========       ===========

Net income per share of common stock -
    basic and diluted                                          $0.06              $0.06                 $0.10             $0.10

Weighted average shares outstanding -
    basic                                                  22,819,981        21,592,510            22,671,525        21,592,265

Weighted average shares outstanding -
    diluted                                                23,334,646        22,320,690            23,363,789        22,268,630
</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,
                                                                                ---------------------------------------------
                                                                                        1999                      1998
                                                                                ---------------------     -------------------
<S>                                                                                    <C>                       <C>
Cash flows from operating activities:
 Net income                                                                            $2,375,000                $2,169,000
  Adjustments to reconcile net income to net cash (used in) provided by
     Operating activities:
     Depreciation and amortization                                                        173,000                    80,000
     Noncash compensation                                                                       -                    44,000
     Utilization of deferred tax asset                                                  1,841,000                         -
     Income from equity investee                                                        (636,000)                         -
     Changes in operating assets and liabilities:
       Net (increase) decrease in securities owned, at market value                     1,748,000               (4,511,000)
       Net (increase) decrease in receivable from clearing broker                       (559,000)                 3,798,000
       (Increase) decrease in prepaid expenses and other assets                         (114,000)                    15,000
       Net increase (decrease) in securities sold, not yet purchased,
         At market value                                                                (351,000)                    53,000
       Increase (decrease) in accounts payable and accrued
         Liabilities                                                                  (1,216,000)                   346,000
                                                                                    -------------               -----------
      Net cash provided by operating activities                                         4,379,000                 1,994,000
                                                                                    -------------               -----------

Cash flows from investing activities:
  Purchase of furniture, equipment and leasehold improvements                           (170,000)               (3,000,000)
  Distribution from equity investee                                                       997,000                 (165,000)
                                                                                    -------------               -----------
      Net cash provided by (used in) investing activities                                 816,000               (3,165,000)
                                                                                    -------------               -----------
Cash flows from financing activities:
   Dividend on common stock                                                             (181,000)                  (49,000)
   Proceeds from exercise of options                                                      710,000                    15,000
   Proceeds from rights offering                                                        7,183,000                         -
                                                                                    -------------               -----------
             Net cash provided by (used in) financing activities                        7,723,000                  (34,000)
                                                                                    -------------               -----------
             Net increase (decrease) in cash and cash equivalents                      12,918,000               (1,205,000)

Cash and cash equivalents - beginning of period                                         6,735,000                 4,527,000
                                                                                    -------------               -----------
Cash and cash equivalents - end of period                                             $19,653,000                $3,322,000
                                                                                    =============               ===========

Supplemental cash flow disclosures:
   Cash paid for:
   Interest                                                                              $104,000                  $193,000
   Income taxes                                                                          $558,000                 1,498,000

Noncash investing and financing activities:
   Dividends declared                                                                                               $19,000
                                                                                         $119,000
  Deferred taxes (see note 4)                                                           $1,195,000                        -

                       See notes to consolidated financial statements

</TABLE>




                                      -5-
<PAGE>


Siebert Financial Corp. & Subsidiary
Notes to Consolidated Financial Statements
Three Months Ended June 31, 1999
(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-KSB for the year ended December 31, 1998.  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.

     On May 28, 1999,  the Company  consummated  the  acquisition of Andrew Peck
     Associates,  Inc.  ("Peck").  Under  the terms of the  agreement,  Peck was
     merged with and into Siebert and the separate existence of Peck ceased. All
     of the common stock of Peck  outstanding  was converted into 600,000 shares
     of the Company's  common stock. The merger is accounted for as a pooling of
     interests.  Accordingly,  the  Company's  financial  statements  have  been
     restated to include the results of Peck for all periods presented.

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, 1999 and December 31,
     1998, Siebert had net capital of approximately $14,448,000 and $11,124,000,
     respectively, as compared with net capital requirements of $250,000.

3.   Stock Split:

     On April 7, 1998,  the  Company  split its stock 4 for 1 in order to comply
     with the rules of The NASDAQ Stock Market, Inc. relating to listings on the
     NASDAQ SmallCap Market.  All share and per share data contained herein have
     been retroactively adjusted to reflect this stock split.

4.   Tax Benefit of Stock Option Exercises:

     During the quarters  ended June 30, 1999,  and March 31, 1999,  the Company
     recorded  income taxes  receivable  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  non
     qualifying  stock options and the market value of the stock on the dates of
     exercise of the options. The amounts have been utilized to offset currently
     payable  income  taxes and the excess  has been  recorded  as income  taxes
     receivable.



                                      -6-
<PAGE>


5.   Capital Transactions:

     On January 15, 1999 the Company  issued  961,000 shares of its common stock
     in connection  with a rights  offering to its  shareholders.  Proceeds were
     $7.50 a share, or  approximately  $7,200,000.  The proceeds after deducting
     expenses of  approximately  $250,000 were credited  $19,600 to common stock
     and $7,176,000 to additional paid in capital.

     Employees and directors exercised 78,020 options on common stock during the
     quarter  ended June 30, 1999 and 227,240  options  during the quarter ended
     March  31,  1999.  Proceeds  of the  exercises,  aggregating  approximately
     $710,000  (180,000 for the quarter ended June 30, 1999, and 530,000 for the
     quarter  ended March 31,  1999) were  credited  $3,000 to common  stock and
     $707,000 to additional paid in capital.

     Pursuant to its 1998 Restricted  Stock Award Plan, the Company issued 4,250
     shares of its common stock to 87 employees.  The aggregate  market value of
     the restricted stock,  which vests one year from the date of the grant, was
     approximately  $122,000  which will be charged to expense  over the vesting
     period.

6.   Subsequent Event:

     On August 11,1999, the Company began trading on the NASDAQ National Market,
     retaining its SIEB trading symbol.



                                      -7-
<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  four  months  of 1999  reflected  a
continuation of the 1996 bull market characterized by record volume, record high
market levels and large daily swings in the market  averages while interest rate
concerns led to lower trading volume in the markets overall during 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
Crossing 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 directly affected 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  electronically  increases.1  For the six months ended June 30,
1999,  electronic  trades accounted for an average of 40% of all Siebert trades.
This trend has continued,  with electronic  trading accounting for approximately
44% of all trades during the quarter ended June 30, 1999.

     On May 28, 1999,  the Company  consummated  the  acquisition of Andrew Peck
Associates,  Inc. ("Peck").  Under the terms of the acquisition agreement,  Peck
was merged with and into Siebert and the separate  existence of Peck ceased. All
of the common stock of Peck outstanding was converted into 600,000 shares of the
Company's  common stock.  The merger is accounted for as a pooling of interests.
Accordingly,  the Company's  financial  statements have been restated to include
the results of Peck for all periods presented.

     On January  15,  1999,  the Company  completed  a rights  offering in which
existing  stockholders  received the right to purchase one share of Common Stock
at $7.50 for each  share of Common  Stock  owned of record as of July 29,  1998.
Approximately  961,000 shares of Common Stock were issued pursuant to the rights
offering,  generating net proceeds to the Company of  approximately  $7,000,000,
after the payment of offering expenses of approximately $270,000.

--------

1    Electronic   trading   includes:   SiebertNet(TM),   MarketPhone(TM),   and
     MobileBroker(TM).



                                      -8-
<PAGE>


     In January 1999, the Company,  through its clearing agent, unveiled its new
interactive  palm-top service that allows Siebert clients to make equity trades,
receive  confirmations,  get real-time  quotes and alerts,  access account data,
send and receive  e-mail and more - all without a phone or  computer.  Using the
newest  wireless  two-way  interactive  beeper  technology,  this  beeper-sized,
4.9-ounce  battery-operated  device can be programmed to provide instant account
updates and quotes.

Results of Operations

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

     Revenues. Total revenues for the three months ended June 30, 1999 were $9.3
million, an increase of $1.3 million, or 16.3%, over the same period in 1998.

     Commission  and fee income  increased  $2.2 million,  or 37.8%,  during the
three months ended June 30, 1998 to $8.1 million due to higher  trading  volume,
partially  offset  by lower  commissions  earned  per trade  resulting  from the
increased use of lower priced  electronic  trading,  reductions on other related
services  caused by increased  competition  from ultra low cost flat fee brokers
and  a  reduction   of  order  flow  fees.   The  portion  of  trades   executed
electronically continues to increase,  representing  approximately 44% of trades
executed for the quarter ended June 30, 1999.

     Investment  banking  revenues for the three months ended June 30, 1999 were
$371,000, a decrease of $1.1 million, or 74.8%, from the three months ended June
30, 1998, as the Company began  reporting its  investment in, and the operations
of, Siebert,  Brandford,  Shank & Co., L.L.C. ("SBS") using the equity method of
accounting in July 1998.  Prior to that time,  the operations of what is now SBS
were fully  consolidated with those of Siebert.  SBS generates a majority of its
revenues in the tax exempt underwriting area.

     Income from equity  investee  SBS for the three  months ended June 30, 1999
increased  $460,000,  as the Company began  accounting for its investment in SBS
using the equity method of accounting in July 1998.

     Trading  profits for the three months ended June 30, 1999 were $175,000,  a
decrease  of  $253,000,  or 59.1% from the three  months  ended  June 30,  1998,
primarily  due to reduced  income  opportunities  in the  trading of listed bond
funds, the firm's principal trading activity,  coupled with the treatment of SBS
as  a  separate  entity.  In  July  1999,  management  decided  to  curtail  the
proprietary  trading  activity  and  invest  the  Company's  funds in lower risk
investments including money market funds.

     Income from interest and dividends for the three months ended June 30, 1999
was $196,000,  a decrease of $16,000,  or 7.5%, from the three months ended June
30, 1998  primarily due to trading  strategies  which  generated  lower dividend
income  offset  in part by higher  cash  balances  as a result of the  Company's
rights offering.

     Expenses. Total expenses for the three months ended June 30, 1999 were $6.9
million,  an increase of 1.3 million, or 23.5%, from the three months ended June
30, 1998.

     Employee compensation and benefit costs for the three months ended June 30,
1999 were $2.9 million,  a decrease of $108,000,  or 3.6%, from the three months
ended June 30, 1998  primarily due to the treatment of the Company's  investment
in SBS using the equity method of accounting,  thereby  decreasing the number of
employees on the Company's payroll.

     Clearing and floor  brokerage fees for the three months ended June 30, 1999
were $1.4  million,  an increase of  $807,000,  or 139.1% from the three  months
ended June 30, 1998. The increase was due to the substantially  increased volume
of tickets executed, approximately 102.2%, coupled in part by a lower per ticket
charges  and a $750,000  refund in  connection  with the  renegotiated  clearing
agreement in the 1998 quarter.

     Advertising and promotion  expense for the three months ended June 30, 1999
were  $690,000,  an increase of  $291,000,  or 72.9% from the three months ended
June 30, 1998 due to an increased level of

                                      -9-
<PAGE>



advertising  relating to the introduction of the Company's  MobileBroker and the
Company's enhanced publicity activities in connection with receiving recognition
as Smart Money Magazine's #1 Discount Broker.

     Communications  expense  for the  three  months  ended  June  30,  1999 was
$651,000,  an increase of $195,000,  or 42.8%,  from the three months ended June
30, 1998  primarily due to increased  quote and news  services,  coupled with an
increase in the volume of the Company's general business.

     Occupancy  costs for the three months ended June 30, 1999 were $138,000,  a
decrease  of  $36,000,  or 20.7%,  from the three  months  ended  June 30,  1998
principally due to exclusion in 1999 of SBS rent expense.

     Interest  expense for the three months  ended June 30, 1999 was $52,000,  a
decrease  of  $41,000,  or 44.1%  from the  three  months  ended  June 30,  1998
primarily  due to the decreased use of short  positions in  proprietary  trading
activities coupled with a decreased activity in proprietary trading generally.

     General and  Administrative.  General and  administrative  expenses for the
three months ended June 30, 1999 were $1.0 million, an increase of $194,000,  or
23.4%  from the  three  months  ended  June 30,  1998  primarily  due to  higher
consulting,  professional fees and the treatment of the Company's  investment in
SBS using the equity method of accounting.

     Taxes. Provision for income taxes decreased for the three months ended June
30,  1999 to $1.0  million a decrease of $9,000,  or 1.0% from the three  months
ended June 30, 1998.

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

     Revenues.  Total revenues for the six months ended June 30, 1999 were $17.8
million, an increase of $2.1 million, or 13.5%, over the same period in 1998.

     Commission and fee income  increased $4.1 million,  or 35.4%,  over the six
months  ended  June 30,  1998 to $15.6  million  due to  higher  trading  volume
partially  offset  by lower  commissions  earned  per trade  resulting  from the
increased use of lower priced  electronic  trading,  reductions on other related
services  caused by increased  competition  from ultra low cost flat fee brokers
and a  reduction  of order flow fees.  The  portion  of trades  executed  on the
Company's SiebertNet Web site continues to increase,  representing approximately
40% of trades executed for the six months ended June 30, 1999.

     Investment  banking  revenues  for the six months  ended June 30, 1999 were
$649,000,  a decrease of $2.3  million,  or 78.1% from the six months ended June
30, 1998, as the Company began  reporting its  investment in, and the operations
of, Siebert,  Brandford,  Shank & Co., L.L.C. ("SBS") using the equity method of
accounting in July 1998.  Prior to that time,  the operations of what is now SBS
were fully  consolidated with those of Siebert.  SBS generates a majority of its
revenues in the tax exempt underwriting area.

     Income from equity  investee  (SBS) for the six months  ended June 30, 1999
increased  $636,000,  as the Company began  accounting for its investment in SBS
using the equity method of accounting starting in July 1998.

     Trading  profits for the six months  ended June 30, 1999 were  $417,000,  a
decrease  of  $350,000,  or 45.6%,  from the six  months  ended  June 30,  1998,
primarily  due to reduced  income  opportunities  in the  trading of listed bond
funds, the firm's principal trading activity,  coupled with the treatment of SBS
as a separate entity.  In July 1999,  management  decided to curtail the trading
activity  and invest the  Company's  funds in lower risk  investments  including
money market funds.

     Income from  interest and  dividends for the six months ended June 30, 1999
was $479,000,  an increase of $64,000,  or 15.4%, from the six months ended June
30,  1998  primarily  due to higher cash  balances as a result of the  Company's
rights offering.

     Expenses.  Total expenses for the six months ended June 30, 1999 were $13.6
million,  an increase of $1.5 million,  or 12.7%, from the six months ended June
30, 1998.



                                      -10-
<PAGE>


     Employee  compensation  and benefit costs for the six months ended June 30,
1999 were $5.7  million,  a decrease  of  $371,000,  or 6.1% from the six months
ended June 30, 1998  primarily due to the treatment of the Company's  investment
in SBS using the equity method of accounting,  thereby  decreasing the number of
employees on the Company's payroll.

     Clearing  and floor  brokerage  fees for the six months ended June 30, 1999
were $2.8  million,  an increase of $945,000,  or 50%, from the six months ended
June 30, 1998.  The increase  was due to increased  volume of tickets  executed,
approximately 102.7%,  coupled with by a lower per ticket charges and a $750,000
refund in  connection  with the a  renegotiated  clearing  agreement in the 1998
period.

     Advertising  and  promotion  expense for the six months ended June 30, 1999
were $1.4 million,  an increase of $473,000,  or 50.4% from the six months ended
June  30,  1998  due to a  increased  level  of  advertising  of  the  Company's
MobileBroker and the Company's  receiving  recognition as Smart Money Magazine's
#1 Discount Broker.

     Communications  expense  for the six months  ended  June 30,  1999 was $1.2
million,  an increase of  $315,000,  or 35.0% from the six months ended June 30,
1998  primarily  due to  increased  quote  and news  services,  coupled  with an
increase in the general business volume.

     Occupancy  costs for the six months  ended June 30, 1999 were  $214,000,  a
decrease  of  $171,000,  or  44.4%  from the six  months  ended  June  30,  1998
principally due to the exclusion of SBS costs for the current period.

     Interest  expense for the six months  ended June 30, 1999 was  $104,000,  a
decrease of $89,000,  or 46.1% from the six months ended June 30, 1998 primarily
due to the decreased use of short  positions in proprietary  trading  activities
coupled with decrease activity in Firm trading.

     General and Administrative. General and administrative expenses for the six
months ended June 30, 1999 were $2.1 million, an increase of $423,000, or 44.4%,
from the six months  ended June 30,  1998  primarily  due to higher  consulting,
professional  fees and due to the treatment of the  Company's  investment In SBS
using the equity method of accounting.

     Taxes.  Provision for income taxes  increased for the six months ended June
30, 1999 to $ 1.9 million, an increase of $389,000, or 26.3% from the six months
ended June 30, 1998 due to an increase in net income before income taxes to $4.2
million in the first six months in 1999 over $3.6 million for the same period in
1998.

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, 1999 were $32.7 million,  of which $2.0 million took the form
of a secured demand note issued by Muriel Siebert bearing  interest at an annual
rate of 4%. As of June 30, 1999,  $25.4 million,  or 78.6%, of total assets were
regarded by the Company as highly liquid.

     The Company  generated a tax  deduction  of $3.0  million  arising from the
exercise of employees'  stock options during the six months ended June 30, 1999.
This  asset was  partially  utilized  to offset  $1.8  million  of  current  tax
liability and the balance was recorded as income taxes  receivable since it will
be used to offset future tax liabilities or to claim a refund of previously paid
taxes.

     Siebert is subject to the net capital requirements of the SEC, the NYSE and
other regulatory authorities. At June 30, 1999, Siebert's regulatory net capital
was $14.4 million, $14.2 million in excess of its minimum capital requirement of
$250,000.


                                      -11-
<PAGE>


Year 2000

     Many existing  computer programs use only two digits to identify a specific
year and  therefore  may not  accurately  recognize  the upcoming  change in the
century.  If not  corrected,  many  computer  applications  could fail or create
erroneous  results by or at the Year 2000.  Due to the  Company's  dependence on
computer  technology  in its  operations,  and the  dependence  of the financial
services  industry  on computer  technology,  the nature and impact of Year 2000
processing  failures on the Company's business,  financial position,  results of
operations or cash flows could be material.  The Company is currently  modifying
its  computer  systems  in order to  enable  its  systems  to  process  data and
transactions   incorporating   Year  2000  dates  without   material  errors  or
interruptions.  Because systems critical to the Company's functioning other than
its computer  systems also may be affected by the century change,  the Company's
Year 2000 compliance efforts also encompass  facilities and equipment which rely
on date-dependent technology, such as, building equipment that contains embedded
technology.

     The Company  utilizes  both  systems  housed  primarily on its own computer
network  and  systems  housed on the  computers  of third  parties,  such as its
clearing broker and payroll vendor,  to conduct its normal business  activities.
Some of the systems on its network  are  proprietary  but many are off the shelf
programs  acquired from vendors.  The Company has  inventoried  those systems it
believes are critical to its  operations  and has received  assurances  from the
developers,  vendors and third  parties that those systems are, or will be prior
to December  31, 1999,  Year 2000  compliant.  Although  nothing has come to the
Company's  attention  which would cause it to believe that the assurances it has
received are not  accurate,  the failure of one or more  critical  systems to be
Year 2000 compliant  could have a material  adverse effect on the results of its
operations.  The Company  intends to test all critical  systems during 1999. The
total costs  incurred  to date and in the future  relating to this issue are not
expected to be material.

     While the Company believes that its critical  hardware and software is Year
2000  compliant,  the Company has adopted a contingency  plan that addresses our
critical  systems  such as  communications,  quotes,  Internet  site and  backup
trading  facility.  The plan provides for redundant  systems in case our primary
systems fail. Our clearing agent, National Financial Services Corporation is not
currently  certified to be Year 2000  compliant.  They have assured us that they
will be  compliant  in the near  future and before  December  31,  1999.  We are
developing an alternative option should National Financial Services  Corporation
miss their  target date and expect to complete  that plan by the end of October,
1999,  should  that be  necessary.  Our  inability  to make Year 2000  compliant
clearing  arrangements  would have a  material  adverse  effect on our  business
operations.

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.

New Accounting Principles

     During 1997, and 1998, the Financial  Accounting Standards Board issued the
following account  standards:  Statement of Financial  Accounting  Standards No.
130,  "Reporting  Comprehensive  Income" (SFAS No. 130),  Statement of Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related Information" (SFAS No. 131), Statement of Financial Accounting Standards
No. 132 "Employers  Disclosures about Pension and other Post retirement  Benefit
Plans" (SFAS No. 132) and  Statement of Financial  Accounting  Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities.  The Company does
not expect any material  effect from adoption of SFAS Nos. 131, 132 and 133. The
Company will report  comprehensive  income as a component of equity.  During the
year ended December 31, 1998 and the six months ended June 30, 1999, the Company
did not have any items that would be reportable as a component of  comprehensive
income other than its net income.




                                      -12-
<PAGE>


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, 1999 was approximately $3.6 million in long positions and
approximately  $216,000 in short positions.  The fair value of all securities at
June  30,  1998  was   approximately   $11.0  million  in  long   positions  and
approximately $2.1 million 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 $338,000 and $890,000, respectively, due to the
offset of change in fair value in 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.


                                      -13-
<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

                  None

Item 5.  Other Information

                  None

Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                  27       Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None




                                      -14-
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this amended 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 16, 1999
---------------------------  (principal executive officer)
Muriel F.  Siebert



/s/Mitchell M. Cohen         Chief Financial Officer             August 16, 1999
---------------------------  and Assistant Secretary
Mitchell M.  Cohen           (principal financial and
                             accounting officer)