================================================================================
                     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, 2002
                                   -------------------

[ ] 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 Small Business Issuer as Specified in its Charter)


         New York                                        11-1796714
(State or Other Jurisdiction of                        (IRS Employer
Incorporation or Organization)                       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___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING 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 May 10, 2002, there
were 22,389,247 shares of Common Stock, par value $.01 per share, outstanding.

         Transitional Small Business Disclosure Format (check one):

 Yes ___   No _X_



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                               March 31, 2002  December 31,
                                                               (unaudited)        2001
                                                              ------------    ------------
<S>                                                           <C>             <C>
ASSETS
Cash and cash equivalents                                     $ 24,914,000    $ 25,670,000
Cash equivalents - restricted                                    1,300,000       1,300,000
Receivable from clearing broker                                  1,397,000       1,572,000
Securities owned, at market value                                7,182,000       6,079,000
Furniture, equipment and leasehold improvements, net             1,639,000       1,703,000
Investment in and advances to affiliate                          2,420,000       2,702,000
Intangibles, net                                                 2,029,000       2,250,000
Prepaid expenses and other assets                                  687,000         853,000
                                                              ------------    ------------

                                                              $ 41,568,000    $ 42,129,000
                                                              ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value              $      --    $      4,000
Deferred tax liability                                             398,000         489,000
Accounts payable and accrued liabilities                         3,615,000       4,336,000
                                                              ------------    ------------
                                                                 4,013,000       4,829,000
                                                              ------------    ------------
Commitments and contingent liabilities


Stockholders' equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
22,932,047 issued and 22,389,247 outstanding at
 March 31, 2002 and December 31, 2001                              229,000         229,000
Additional paid-in                                              17,796,000      17,796,000
capital
Retained earnings                                               22,265,000      22,010,000
Less: 542,800 shares of treasury stock, at cost at
March 31, 2002 and December 31, 2001                            (2,735,000)     (2,735,000)
                                                              ------------    ------------
                                                                37,555,000      37,300,000
                                                              ------------    ------------

                                                              $ 41,568,000    $ 42,129,000
                                                              ============    ============
</TABLE>

                 See notes to consolidated financial statements


                                      -2-
<PAGE>


Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Income

(unaudited)

                                                    Three Months Ended
                                                         March 31,
                                                -------------------------
                                                  2002             2001
                                                -----------   -----------
Revenues:
   Commissions and fees                         $ 5,225,000   $ 8,408,000
   Investment banking                               524,000       190,000
   Trading profits                                  211,000       271,000
   Income from equity investee                      123,000       573,000
   Interest and dividends                           138,000       420,000
                                                -----------   -----------
                                                  6,221,000     9,862,000
                                                -----------   -----------

Expenses:
   Employee compensation and benefits             2,352,000     3,076,000
   Clearing fees, including floor brokerage         931,000     1,303,000
   Advertising and promotion                        413,000     1,015,000
   Communications                                   550,000       798,000
   Occupancy                                        237,000       259,000
   Interest                                               -         8,000
   Other general and administrative               1,299,000     1,942,000
                                                -----------   -----------

                                                  5,782,000     8,401,000
                                                -----------   -----------

Income before income taxes                          439,000     1,461,000

Provision for income taxes                          184,000       658,000
                                                -----------   -----------

Net income                                      $   255,000   $   803,000
                                                ===========   ===========

Net income per share of common stock -

     Basic and Diluted                          $      0.01   $      0.04

Weighted average shares outstanding - basic      22,389,247    22,382,382

Weighted average shares outstanding - diluted    22,590,701    22,672,337


                See notes to consolidated financial statements


                                      -3-
<PAGE>

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                       March 31,
                                                                            ----------------------------
                                                                                 2002            2001
                                                                            ------------    ------------

<S>                                                                         <C>             <C>
Cash flows from operating activities:

   Net income                                                               $    255,000    $    803,000
   Adjustments to reconcile net income to net cash (used in) provided by
      operating activities:
        Depreciation and amortization                                            389,000         291,000
            (Income) loss from equity investee                                  (123,000)
                                                                                                (573,000)

        Changes in operating assets and liabilities:
           Net (increase) decrease in securities owned, at market value       (1,103,000)          2,000
           Net (increase) decrease in receivable from clearing broker            175,000      (1,302,000)
           (Increase) decrease in prepaid expenses and other assets              166,000         117,000
           Net increase (decrease) in securities sold, not yet purchased,
              at market value                                                     (4,000)
                                                                                                  (2,000)
           Net increase in deferred tax liability                                (92,000)
           Increase (decrease) in accounts payable and accrued
              liabilities                                                       (723,000)       (334,000)
                                                                            ------------    ------------
              Net cash (used in) provided by operating activities             (1,060,000)       (998,000)
                                                                            ------------    ------------

Cash flows from investing activities:

   Purchase of furniture, equipment and leasehold improvements                  (105,000)       (209,000)
   Net repayment of advances to equity investee                                  409,000         155,000
                                                                            ------------    ------------
              Net cash (used in) provided by investing activities                304,000         (54,000)
                                                                            ------------    ------------
Cash flows from financing activities:

    Repurchase of common stock                                                       --       (1,136,000)
                                                                            ------------    ------------
              Net cash (used in) provided by financing activities                    --       (1,136,000)
                                                                            ------------    ------------
              Net (decrease) increase in cash and cash equivalents              (756,000)     (2,188,000)

Cash and cash equivalents - beginning of period                               25,670,000      26,370,000
                                                                            ------------    ------------
Cash and cash equivalents - end of
period                                                                      $ 24,914,000    $ 24,182,000
                                                                            ============    ============

Supplemental cash flow disclosures:
   Cash paid for:
      Interest                                                                        --    $      8,000
       Income taxes                                                         $    961,000    $    168,000

</TABLE>

                 See notes to consolidated financial statements



                                      -4-
<PAGE>

Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2002
 (unaudited)

1. Organization and Basis of Presentation:

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

       The accompanying  consolidated financial statements do not include all of
       the information and footnote  disclosures  normally included in financial
       statements  prepared in accordance  with  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, 2001.  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 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, 2002 Siebert had net capital of approximately $21,174,000 as compared
       with net capital requirements of $250,000.

3. Capital Transactions:

       On May 15, 2000, the board of directors of the Company authorized a stock
       buy back  program of up to one  million  common  shares.  Shares  will be
       purchased   from  time  to  time  in  the  open  market  and  in  private
       transactions.  Through March 31, 2002, 542,800 shares have been purchased
       at an average price of $5.04 per share.

4. Subsequent Events:

       On April 30, 2002,  Siebert  signed a Strategic  Alliance  Agreement with
       Intuit, Inc. (the "Alliance") and on May 8, 2002 Siebert acquired certain
       of TradeStation  Securities,  Inc.'s retail discount brokerage  accounts.
       Cash outlays for fees in  connection  with the  transactions,  recoupable
       advances to the  clearing  agent for the  Alliance,  website  development
       costs for the Alliance and the  purchase  price of the accounts  acquired
       from  TradeStation,  Inc.  will  require  the use of  working  capital of
       approximately $4,300,000. Siebert will also incur increased personnel and
       other  operating  costs in excess of revenues  expected to be earned from
       the Alliance during the remainder of 2002.


                                      -5-
<PAGE>

5. New Accounting Standards:

      In June 2001, the Financial  Accounting Standards Board (FASB) issued SFAS
      No. 141, "Business  Combinations." SFAS No. 141 requires that the purchase
      method of accounting be used for all business combinations initiated after
      June 30, 2001. This statement  specifies that certain acquired  intangible
      assets in a business  combination be recognized as assets  separately from
      goodwill and that existing intangible assets and goodwill be evaluated for
      these new separation  requirements.  The adoption of this standard did not
      have a material impact on the Company's consolidated financial position or
      results of operations.

      In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
      Assets."  SFAS  No.  142  changes  the  accounting  for  goodwill  from an
      amortization  method  to  an  impairment-only  approach.  Amortization  of
      goodwill, including goodwill recorded in past business combinations,  will
      cease  upon  adoption  of this  statement.  In  addition,  this  statement
      requires that goodwill be tested for  impairment at least  annually at the
      reporting unit level.  The Company  implemented SFAS No. 142 on January 1,
      2002.  Implementation  of this statement did not have a material impact on
      the Company's consolidated financial position or results of operations.

      In June  2001,  the  FASB  issued  SFAS No.  143,  "Accounting  for  Asset
      Retirement Obligations." This statement addresses financial accounting and
      reporting  for  obligations  associated  with the  retirement  of tangible
      long-lived  assets and the associated asset retirement  costs. The Company
      is required to implement SFAS No. 143 on January 1, 2003.  Management does
      not  expect  this  statement  to have a material  impact on the  Company's
      consolidated financial position or results of operations.

      In  August  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
      Impairment or Disposal of Long-Lived  Assets." This  statement  supercedes
      SFAS No. 121,  "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of." The statement retains the previously
      existing   accounting   requirements   related  to  the   recognition  and
      measurement  of the  impairment of  long-lived  assets to be held and used
      while  expanding the measurement  requirements of long-lived  assets to be
      disposed of by sale to include  discontinued  operations.  It also expands
      the previously existing reporting requirements for discontinued operations
      to include a component of an entity that either has been disposed of or is
      classified  as held for sale.  The  Company  implemented  SFAS No.  144 on
      January 1, 2002.  Implementation of this statement did not have a material
      impact on the  Company's  consolidated  financial  position  or results of
      operations.



                                      -6-
<PAGE>


6. Siebert, Brandford, Shank & Co., LLC

      Summarized financial data of Siebert, Brandford, Shank & Co., LLC, ("SBS")
      as of March 31 and for the three  months  ended March 31 follows.  Siebert
      holds a 49% ownership interest in SBS:
<TABLE>
<CAPTION>

                                                                         2002             2001
                                                                    --------------   --------------
<S>                                                                 <C>              <C>
       Total assets                                                 $   14,100,000   $    9,297,000
       Total liabilities, including subordinated liabilities of
          $1,200,000                                                     9,200,000        7,522,000
       Total members' capital                                            4,800,000        1,775,000
       Total revenues                                                    2,200,000        3,272,000
       Net income                                                          250,000        1,185,000
</TABLE>

      Siebert  charged SBS  $60,000  during each period for rent and general and
      administrative  services,  which Siebert believes approximates the cost of
      furnishing such services.

      Siebert's share of undistributed  earnings from SBS amounted to $1,955,000
      and $478,000 at March 31, 2002 and 2001 respectively.


                                      -7-
<PAGE>


Item 2. Management's Discussion and Analysis

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

         Statements in this "Management's Discussion and Analysis" and elsewhere
in this document,  as well as oral statements that may be made by the Company or
by  officers,  directors or  employees  of the Company  acting on the  Company's
behalf,  that are not  statements  of  historical  or  current  fact  constitute
"forward  looking  statements"  within  the  meaning of the  Private  Securities
Litigation Reform Act of 1995. Such forward looking statements involve risks and
uncertainties  and known and unknown factors that could cause the actual results
of the Company to be materially  different from the  historical  results or from
any future  results  expressed  or implied by such forward  looking  statements,
including,   without   limitation:   changes  in  general  economic  and  market
conditions,  fluctuations  in volume  and  prices  of  securities,  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   and  changes  in  net  capital  or  other   regulatory
requirements.

Critical Accounting Policies

         The  Company  generally  follows  accounting  policies  standard in the
brokerage  industry and believes  that its  policies  appropriately  reflect its
financial position and results of operations.  Management has identified the use
of "Estimates" as its critical policy. The estimates relate primarily to revenue
and expense items in the normal course of business as to which no confirmations,
invoices or other documentation is received by the Company at the time the books
are  closed  for a period.  The  Company  uses its best  judgment,  based on its
knowledge of revenue transactions and expenses incurred, to estimate the amounts
of  such  revenue  and  expense.  The  Company  is not  aware  of  any  material
differences  between the  estimates  used in closing its books for the last five
years and the actual amounts of revenue received and expenses  incurred when the
actual  confirmations,  invoices or other documentation is subsequently received
by the Company.

Business Environment

         Customer trading activity during the first quarter of 2002 continued to
be slow for Siebert,  as well as the  industry as a whole  despite the belief of
some  economists  that the  economic  recovery has begun.  Consolidation  of the
discount  brokerage industry  continued.  Several large discount brokerage firms
have  announced  significant  price  increases  in order to generate  additional
revenues in a reduced activity environment.

         The  Company,  like other  securities  firms,  is directly  affected by
general  economic and market  conditions  including  fluctuations  in volume and
prices of  securities,  changes and prospects for changes in interest  rates and
demand for brokerage and investment  banking  services,  all of which can affect
the Company's  relative  profitability.  In periods of reduced market  activity,
profitability  is likely to be  adversely  affected  because  certain  expenses,
including  salaries  and related  costs,  portions of  communications  costs and
occupancy  expenses,  remain  relatively  fixed.  Further,  the  development and
promotion  of the  Company's  financial  website  for women,  Women's  Financial
Network at Siebert ("WFN"), has not yet produced sufficient revenue to cover the
expenditures  for  maintaining  and updating the content and the website despite
recent reductions made in these expenditures. Although the Company believes that
revenues  from  new  accounts  expected  to be  generated  by the  website  will
ultimately be sufficient to offset the operating



                                      -8-
<PAGE>

and  promotional  cost,  the rate of  account  acquisition  has been  less  than
anticipated  and the Company  cannot be certain that a sufficient  number of new
accounts will be generated to offset the costs or produce significant profits.

         Earnings for any period should not be considered  representative of any
other period.

Current Developments

         On April 30, 2002, the Company signed an exclusive  Strategic  Alliance
Agreement with Intuit,  Inc. to offer online and traditional  discount brokerage
services to the customers of Quicken and Quicken.com. The service is expected to
launch during 2002.

         On May 8, 2002,  Siebert acquired certain discount  brokerage  customer
accounts from TradeStation Securities, Inc. The accounts will be integrated into
Siebert's Boca Raton, Florida office.

         On May 15, 2000, the board of directors of the Company authorized a buy
back of up to 1 million shares of the Company's  common  stock..  Shares will be
purchased  from time to time in the open  market  and in  private  transactions.
Through April 30, 2002,  542,800  shares have been purchased at an average price
of $5.04 per share.

Results of Operations

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

         Total  revenues  for the three  months  ended  March 31, 2002 were $6.2
million,  a decrease  of $3.6  million  or 36.9%  over the same  period in 2001.
Commission and fee revenue, trading profits, income from investment in affiliate
and interest and dividend revenues all decreased as compared to the prior year.

         Commission and fee income for the three months ended March 31, 2002 was
$5.2  million,  a decrease of $3.2 million or 37.9% over the same period in 2001
due to a  reduction  in  trading  volume  within  the  industry  as a whole.  In
addition,  the Company earned lower average commissions per trade resulting from
a decrease in the size of an average  trade,  price  reductions on other related
services caused by increased  competition  from ultra low cost, flat fee brokers
and a reduction of order flow fees.

         Investment  banking  revenues for the three months ended March 31, 2002
were  $524,000,  an  increase of $334,000 or 175.5% over the same period in 2001
due to the Company's participation in more syndicated offerings.

         Trading  profits  for the  three  months  ended  March  31,  2002  were
$211,000, a decrease of $60,000 or 22.2% over the same period in 2001.

         Interest and  dividends  for the three months ended March 31, 2002 were
$138,000, a decrease of $282,000 or 67.1% over the same period in 2001 primarily
due to lower interest rates available for short-term investments.

         Total  expenses  for the three  months  ended  March 31, 2002 were $5.8
million, a decrease of $2.6 million or 31.18% over the same period in 2001.

         Employee  compensation  and benefit  costs for the three  months  ended
March 31, 2002 were $2.4 million,  a decrease of $724,000 or 23.5% over the same
period in 2001.  This decrease was  primarily due to a decrease in headcount,  a
decrease in  discretionary  payments to employees  and a decrease in  commission
payouts due to the low trading volumes.

         Clearing and floor  brokerage fees for the three months ended March 31,
2002 were $931,000,



                                      -9-
<PAGE>

a decrease of $372,000  or 28.5% over the same period in 2001  primarily  due to
the decreased volume of trade executions.

         Advertising and promotion expenses for the three months ended March 31,
2002 were $413,000, a decrease of $602,000 or 59.3% over the same period in 2001
due to decreased television and print advertising by Siebert.

         Communications  expense for the three months ended March 31, 2002,  was
$550,000,  a decrease  of  $248,000  or 31.1%  over the same  period in 2001 due
primarily  to  a  decrease  in  the  cost  of  furnishing  customers  quotes  on
securities.

         Occupancy costs for the three months ended March 31, 2002 was $236,000,
a decrease of $22,000 or 8.5%, over the same period in 2001,  principally due to
the closing of Siebert's Fremont,  California office and consolidation of office
space in New York.

         Other general and administrative expenses were $1.3 million, a decrease
of  $643,000  or 33.1%  over  the same  period  in 2001  primarily  due to lower
consulting fees, printing costs,  equipment rental costs, placement fees, travel
and  entertainment  expenses  and soft  dollar fees all due to a decrease in the
level of business  activity.  This  decrease  was offset in part by increases in
legal  fees in  connection  with the  negotiation  of  strategic  alliances  and
acquisitions.

         Provision  for income taxes  decreased for the three months ended March
31, 2002 to  $184,000,  a decrease of  $474,000,  or 72.0%,  primarily  due to a
decrease in net income  before tax to  $439,000 in the first  quarter of 2002 as
compared to net income before tax of $1.5 million in the same period in 2001.

Liquidity and Capital Resources

         The Company's assets are highly liquid,  consisting  generally of cash,
money  market  funds and  securities  freely  salable  in the open  market.  The
Company's  total  assets at March 31, 2002 were $41.6  million.  As of March 31,
2002,  $33.4  million or 80.2% of total  assets were  regarded by the Company as
highly liquid.  Siebert is subject to the net capital  requirements  of the SEC,
the  NYSE  and  other  regulatory  authorities.  At March  31,  2002,  Siebert's
regulatory net capital was $21.2 million, $20.9 million in excess of its minimum
capital requirement of $250,000.

         On April 30, 2002,  the Company signed a strategic  alliance  agreement
with Intuit, Inc. to offer online and traditional discount brokerage services to
customers of Quicken and Quicken.com.  (the "Alliance"). The service is expected
to launch  during  2002.  On May 8,  2002,  Siebert  acquired  certain  discount
brokerage customer accounts from TradeStation Securities,  Inc. Cash outlays for
fees in connection with these transactions,  recoupable advances to the clearing
agent for the  Alliance,  website  development  costs for the  Alliance  and the
purchase price of the accounts acquired from TradeStation,  Inc. require the use
of working capital of approximately  $4.3 million.  The Company also anticipates
that it will incur  increased  personnel and other  operating costs in excess of
revenues  earned from the Alliance during the remainder of 2002 and may continue
to acquire its common stock pursuant to its buy back program.

         Siebert has entered  into a Secured  Demand Note  Collateral  Agreement
with SBS under which it is obligated to lend to SBS up to $1.2 million  pursuant
to a secured promissory note on a subordinated basis. Amounts pledged by Siebert
under  the  facility  are  reflected  on the  Company's  balance  sheet as "cash
equivalents - restricted".  SBS pays Siebert interest on this amount at the rate
of 10% per annum.  The facility expires on August 31, 2003, at which time SBS is
obligated to repay to Siebert any amounts borrowed by SBS thereunder.

         In the normal course of its business,  Siebert enters into transactions
in various financial



                                      -10-
<PAGE>

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

         The Company  believes it has sufficient  working capital for all of its
anticipated needs, including those described above, for at least the next twelve
months.

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

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


                                      -11-
<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

              None

       (b) Reports on Form 8-K

              None


                    -12-
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
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
                                          Chair and President and
                                          Acting Chief Financial Officer
                                          (Principal executive officer
                                          and acting principal financial
                                          and accounting officer)

                                                     Date:  May 15, 2002



                                      -13-