SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                   FORM 10-QSB
                        Quarterly Report Under Section 13
                 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended June 30, 1997       Commission file number 0-5703





                             SIEBERT FINANCIAL CORP.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



              New York                                       1-1796714
   -------------------------------                      --------------------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification Number)


                          885 Third Avenue, Suite 1720
                            New York, New York 10022
                     ---------------------------------------
                    (Address of principal executive offices)


         Issuer's telephone number, including area code: (212) 644-2400



--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                  if changed since last report: Not Applicable


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 
                                 -------          -------

State the number of shares outstanding of each of the issuer's classes of common
stock,  as of the  latest  practical  date:  5,237,610  shares of  Common  Stock
outstanding on August 8, 1997.


Transitional Small Business Disclosure Format: Yes     X      No 
                                                    -------       -------


<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


<TABLE>
<CAPTION>

                                    SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                                       CONSOLIDATED STATEMENTS OF INCOME
                                                 (Unaudited)


                                            For the Three Months Ended      For the Six Months Ended        
                                                     June 30,                        June 30,                                       
                                                1997           1996            1997            1996
                                           ------------   ------------    ------------    ------------
Revenues:
<S>                                        <C>            <C>             <C>             <C>           
    Commissions                            $  4,504,516   $  5,782,943    $  9,458,796    $ 10,863,862  
    Trading profits                             518,263        (33,990)        819,677         449,666  
    Interest and dividends                      147,335        146,371         283,837         345,855  
    Investment banking                        1,061,812        443,785       1,348,860       1,163,161  
                                           ------------   ------------    ------------    ------------  

         Total revenues                       6,231,926      6,339,109      11,911,170      12,822,544  
                                           ------------   ------------    ------------    ------------  

Expenses:
    Compensation and benefits                 1,984,640      1,557,306       3,806,536       3,305,173  
    Clearing fees and floor brokerage         1,039,430      1,300,312       2,172,279       2,416,330  
    Advertising and promotion                   638,094        761,050       1,539,180       1,975,772  
    Communications                              408,452        349,401         840,614         664,466  
    Interest                                    114,766         69,618         206,840         139,004  
    Rent and occupancy                          163,343         91,289         326,098         181,082  
    Other general and administrative            796,653        535,645       1,502,489       1,139,029  
                                           ------------   ------------    ------------    ------------  
         Total expenses                       5,145,378      4,664,621      10,394,036       9,820,856  
                                           ------------   ------------    ------------    ------------
      
Income before provision for  taxes            1,086,548                      1,517,134
Provision for income taxes - current            490,983                        673,086
                                           ------------                   ------------ 
                                                            
Net income                                 $    595,565                   $    844,048
                                           ============                   ============
                                                                                                        
Net income - historical                                      1,674,488                       3,001,688                     
Pro forma provision for income taxes (1)                       736,775                       1,320,743                      
                                                          ------------                    ------------  
Pro forma net income                                      $    937,713                    $  1,680,945                   
                                                          ============                    ============  
Per share of common stock:
         Net income                        $       0.11                   $       0.16
                                           ============                   ============
      
         Pro forma net income                             $       0.18                    $       0.32  
                                                          ============                    ============  
Weighted average common shares
         deemed outstanding                   5,237,610      5,235,897       5,237,039       5,235,897
                                           ============   ============    ============    ============
                                                                                                        
</TABLE>

(1)  The pro forma  provision  for income  taxes  represents  income taxes which
     would have been provided had Siebert operated as a C corporation.


  The accompanying notes to financial statements are an integral part hereof.

                                       -2-

<PAGE>

                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)

                                     ASSETS

                                                                      June 30,
                                                                        1997
                                                                     -----------
Cash and cash equivalents                                            $ 1,936,497
Securities owned, at market value                                     10,393,168
Receivable from brokers and dealers                                         --
Secured demand note receivable from
  majority shareholder                                                 2,000,000
Property and equipment, net                                              415,912
Investment in affiliate                                                  274,502
Prepaid expenses and other assets                                        997,406
                                                                     -----------

T O T A L                                                            $16,017,485
                                                                     ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Payable to brokers and dealers                                       $   758,741
Accounts payable and accrued liabilities                               3,089,010
Securities sold, not yet purchased,
  at market value                                                      1,253,062
                                                                     -----------

T O T A L                                                              5,100,813
                                                                     -----------

Commitments and contingencies

Liabilities to majority shareholder
  subordinated to claims of general creditors                          3,000,000

Shareholders' equity:
Common stock, $.01 par value 49,000,000 shares
  authorized, 5,237,610 shares outstanding
  at June 30, 1997                                                        52,375
Additional paid-in capital                                             6,742,091
Retained earnings                                                      1,122,205
                                                                     -----------

Total shareholders' equity                                             7,916,672
                                                                     -----------

T O T A L                                                            $16,017,485
                                                                     ===========


   The accompanying notes to financial statements are an integral part hereof.

                                     - 3 -

<PAGE>
<TABLE>
<CAPTION>

                                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                               CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                   (Unaudited)

                                                         Common Stock
                                                 ---------------------------
                                                  Number                            Additional
                                                    of              $.01 Par         Paid-in           Retained
                                                  Shares             Value           Capital           Earnings            Total
                                                  ------             -----           -------           --------            -----


<S>                                              <C>             <C>               <C>                <C>                <C>        
Balance, December 31, 1996                       5,235,897       $    52,359       $ 6,771,049        $   278,157       $ 7,101,565

Cost of issuance of shares
  to sharehodlers rounding
  up to nearest 100 shares,
  net of proceeds of offering                        1,713                17           (28,958)                             (28,941)
   
Net income for period                                                                                     844,048           844,048
                                               -----------       -----------       -----------        -----------       -----------

Balance, June 30, 1997                           5,237,610       $    52,376       $ 6,742,091        $ 1,122,205       $ 7,916,672
                                               ===========       ===========       ===========        ===========       ===========


</TABLE>


  The accompanying notes to financial statements are an integral part hereof.


                                     - 4 -

<PAGE>
<TABLE>
<CAPTION>
                                    SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Unaudited)

                                                                            Six months ended
                                                                                 June 30,
                                                                     ------------------------------------
                                                                         1997                     1996
                                                                     -----------              -----------
Cash flows from operating activities:
<S>                                                                  <C>                      <C>        
  Net income                                                         $   844,049              $ 3,001,690
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
  Depreciation and amortization                                           71,772                   38,915
  Changes in operating assets and liabilities:
  (Increase) in prepaid expenses and other assets                       (563,668)                  (6,028)
  Net decrease in securities owned, at market value                     (276,920)               4,273,763
  Net change in receivable from/payable to brokers                     1,900,180               (6,048,367)  
  Increase (decrease) in accounts payable
    and accrued liabilities                                              265,010                  (89,263)
  Net increase (decrease) in securities sold, not yet
    purchased, at market value                                          (194,081)                 391,585
                                                                     -----------              -----------
  Net cash provided by operating activities                            2,046,342                1,562,295
                                                                     -----------              -----------

Cash flows from investing activities:
  Purchase of property and equipment                                     (37,431)                 (42,195)
  Investment in affiliate                                               (274,502)
                                                                     -----------              -----------

  Net cash (used in) investing activities                               (311,933)                 (42,195)
                                                                     -----------              -----------

Cash flows from financing activities:
  Subordinated loan borrowings from majority
   shareholder                                                                                    500,000
  Cost of issuance of shares to shareholders
   rounding up to nearest 100 shares,
   net of proceeds of offering                                           (28,941)
                                                                     -----------              -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                              1,705,468                2,020,100

Cash and cash equivalents - beginning of period                          231,029                  164,071
                                                                     -----------              -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                            $ 1,936,497              $ 2,184,171
                                                                     ===========              ===========


Supplemental disclosure of cash flow information:
Cash paid for:
     Interest totaled $206,840 in 1997 and $139,004 in 1996.
     Income and franchise taxes totaled $339,025 in 1997 and $13,350 in 1996.



              The accompanying notes to financial statements are an integral part hereof.



                                                -5-


</TABLE>

<PAGE>




                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 1997
                                   (Unaudited)

(1) Basis of Presentation

The consolidated  financial statements include the accounts of Siebert Financial
Corp.  (the "Company" or "Siebert") and  subsidiary.  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,  1996.  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

At June 30, 1997 and 1996, Siebert had net capital of $8,368,299 and $8,921,653,
respectively, as compared with net capital requirements of $250,000.

(3)   Issuance of Shares

In an offering  commenced  January 23, 1997 and extended to March 21, 1997,  the
Company  offered  existing  shareholders  with "odd lots"  following  the merger
effected  with J.  Michaels,  Inc.  and  reverse  split  in  November,  1996 the
opportunity  to "round up" their  shares to the next  nearest 100 shares.  1,713
shares were issued with proceeds to the Company of $16,059. Costs related to the
offering approximated $45,000.

(4)Investment in Affiliate

The Company invested  $392,000 and two principals  invested $408,000 in Members'
Capital in Siebert, Brandford, Shank & Co., LLC, a new limited liability company
and broker dealer which will succeed to the business of the  Company's  Siebert,
Brandford,  Shank  Division  as soon as all  regulatory  requirements  have been
completed.  On July 25,1997, the Company provided additional  regulatory capital
in the form of a $1.2 million 10% secured  demand note.  Effective from April 1,
1997,  operating  losses have been shared between the  principals  (51%) and The
Company (49%);  during the second quarter,  the Company's share of net operating
losses was $117,000.  Cumulative  operating and start up losses  absorbed by The
Company,  amounting to $1.1 million  through June 30, 1997,  are to be recovered
before future profits, after interest on capital contributions at 10%, are to be
shared on a similar 51% / 49% basis.

(5)   Options

On March 11, 1997, the Company granted to outside  directors options to purchase
30,000 shares at $9.25.  The directors'  options are exercisable six months from
the date of grant and  expire 5 years from the date of grant.  On May 16,  1997,
the Company  granted to employees  options to purchase  199,750 shares at $9.25.
The employee  options vest 20% per year for five years and expire ten years from
the date of grant. No employee options are currently exercisable.


                                     - 6 -
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition or Plan of
        Operation

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

Business Environment

     Market conditions during the first half of 1997 reflected a continuation of
the 1996 bull  market  characterized  by record  volume and record  high  market
levels. At the same time,  competition has continued to intensify both among all
classes of brokerage firms and within the discount brokerage business as well as
from new firms not  previously in the discount  brokerage  business.  Electronic
trading  continues to grow as a retail  discount  market segment with some firms
offering  very low flat rate trading  execution  fees that are difficult for any
conventional  discount  firm to meet.  Many of the flat  fee  brokers,  however,
impose  charges for services such as mailing,  transfers and handling  exchanges
which The Company does not and also direct their  executions  to captive  market
makers. Increased competition,  broader service offerings or the prevalence of a
flat fee  environment  could also 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.

     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. Accordingly,  earnings for any period should not be considered
representative of any other period.

Recent Developments

     On August 7, 1997,  the unit  acted as Senior  Manager  for a $244  million
offering of Detroit  Water Supply System  Revenue  Bonds,  its largest  offering
since formation of the Division  October 1, 1996.  Other recent  appointments as
lead manager for offerings now expected in the fourth  quarter  include  Detroit
Public Schools, $145 million, and the State of California,  $175 million.  There
can be no assurance that these transactions will take place as planned.

     On August 11, 1997,  the Company  announced the  acquisition  of the retail
brokerage  accounts of The Stock Mart,  the  discount  brokerage  arm of William
O'Neil + Co. Incorporated of Los Angeles, California.

Results of Operations

Three Months ended June 30, 1997 Compared to Three Months ended June 30, 1996
-----------------------------------------------------------------------------

     Total revenues for the three months ended June 30, 1997 were  approximately
$6.2  million,  a decrease  of  $107,000  or 1.7% over the same  period in 1996.
Commission  revenues  decreased  while trading and investment  banking  revenues
increased.

     Commissions  decreased $1.3 million or 22% to approximately $4.5 million as
the retail  full  service  discount  business of the  Company  faced  increasing
competition from ultra low cost flat fee brokers.

     Trading  profits  increased  $552,000 to $518,000 from a loss of $34,000 in
the prior year period  reflecting  improved trading  opportunities in the firm's
principal proprietary trading activity, listed bond funds.

     Interest  and  dividends  decreased  $1,000 or .7% to $147,000  with little
change in trading strategies which generated dividend income.


                                     - 7 -
<PAGE>


     Investment banking income increased $618,000 or 139% to $1.1 million due to
increased  revenues of the tax exempt  investment  banking  division offset by a
continuing decline in participation in equity  underwritings over the prior year
period. The latter is due to a sharp fall off in large underwritings and a trend
to  smaller  syndicates  that make it  difficult  for  non-originating  firms to
participate  in  offerings.  The  Company  expects  the  latter  condition  will
continue.

     Total  costs and  expenses  for the second  three  months of 1997 were $5.2
million,  an increase of $481,000 or 10% over the second  three  months of 1996.
Costs  increased in all categories  except clearing fees and floor brokerage and
advertising and promotion.

     Compensation  and benefit costs  increased  $427,000 or 27% to $2.0 million
due to  additional  tax exempt  investment  banking  staff and  commission-based
municipal trading personnel.

     Clearing  and  brokerage  fees  decreased  $260,000 or 20% to $1.1  million
reflecting the decrease in commission income compared to the prior year.

     Advertising and promotion expense decreased $123,000 or 16% to $638,000 due
to reduced  promotional  activity  related to the  decrease in equity  syndicate
business and reduced public relations expenditures in the current period.

     Communications  expense  increased  $59,000 or 17% to  $408,000  due to the
activity of three new retail  branches  and the offices  and  activities  of the
additional tax exempt investment banking staff.

     Interest expense increased $45,000 or 65% to $115,000 due to an increase in
subordinated borrowings and greater use of margin borrowings and short positions
in proprietary trading activities.

     Rent and  occupancy  costs  increased  $72,000  or 79% to  $163,000  due to
opening  three new retail  offices and seven new tax exempt  investment  banking
offices in the fourth quarter of 1996.

     Other  general and  administrative  expenses  increased  $261,000 or 49% to
$796,000  primarily  reflecting  travel and related  expenses related to the new
business activity of the much larger tax exempt  investment  banking staff and a
range of miscellaneous costs associated with opening new retail offices.

     The  provision  for income  taxes and net income  compared to the pro forma
provision for income taxes and pro forma net income each decreased about 35% due
to a similar decrease in income before provision for income taxes.

Six Months ended June 30, 1997 Compared to Six Months ended June 30, 1996
-------------------------------------------------------------------------

     Total  revenues for the six months  ended June 30, 1997 were  approximately
$11.9  million,  a decrease  of  $911,000  or 7.1% over the same period in 1996.
Commission  revenues and  interest and  dividends  decreased  while  trading and
investment banking revenues increased.

     Commissions  decreased  $1.4 million or 13% to  approximately  $9.5 million
largely  reflecting  the  decrease  in the current  quarter  from the prior year
period noted above.

     Trading profits increased $370,000 or 82% to $820,000  reflecting  improved
trading  opportunities in the firm's  principal  proprietary  trading  activity,
listed bond funds.

     Interest and dividends  decreased $62,000 or 18% to $284,000 due to reduced
long  proprietary  trading  positions and in trading  strategies which generated
dividend income.

     Investment  banking income increased $186,000 or 16% to $1.3 million due to
the strong tax exempt investment  banking  improvement noted above offset by the
continuing decline in participation in equity underwritings.


                                     - 8 -

<PAGE>


     Total  costs and  expenses  for the  first  six  months of 1997 were $ 10.4
million,  an increase  of  $573,000 or 5.8% over the same period in 1996.  Costs
increased  in all  categories  except  clearing  fees and  floor  brokerage  and
advertising and promotion.

     Compensation  and benefit costs  increased  $501,000 or 15% to $3.8 million
due to the addition of the  additional tax exempt  investment  banking staff and
commission based municipal trading personnel.

     Clearing  and  brokerage  fees  decreased  $244,000 or 10% to $2.2  million
reflecting the decrease in commission income compared to the prior year.

     Advertising and promotion expense decreased $437,000 or 22% to $1.5 million
due to reduced promotional  charitable  contributions related to the decrease in
equity  syndicate  business and reduced  public  relations  expenditures  in the
current period.

     Communications expense increased $176,000 or 17% to $841,000 with three new
retail  branches and the offices and  activities  of the  additional  tax exempt
investment banking staff.

     Interest  expense  increased  $68,000 or 49% to $207,000 due an increase in
subordinated borrowings and greater use of margin borrowings and short positions
in proprietary trading activities.

     Rent and  occupancy  costs  increased  $145,000 or 80% to  $326,000  due to
opening  three new retail  offices and seven new tax exempt  investment  banking
offices in the fourth quarter of 1996.

     Other general and administrative expenses increased $363,000 or 32% to $1.5
million  primarily  reflecting  travel and related  expenses  related to the new
business activity of the much larger tax exempt  investment  banking staff and a
range of miscellaneous costs associated with opening new retail offices.

     The  provision  for income  taxes and net income  compared to the pro forma
provision for income taxes and pro forma net income each decreased about 49% due
to a similar decrease in income before provision for taxes.

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 June 30, 1997 were $16.0 million, of which $2.0 million took the
form of a secured demand note.  $14.3 million or 89% of total assets were highly
liquid.

     The Company is subject to the net capital  requirements  of the  Securities
and  Exchange  Commission,  the New York  Stock  Exchange  and other  regulatory
authorities.  At June 30, 1997, The Company's net capital was $8.4 million, $8.1
million in excess of its minimum capital requirement of $250,000.

                           PART II - OTHER INFORMATION

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

                                     - 9 -

<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.


      Date: August 13, 1997                    By: /s/ Muriel F. Siebert
                                                  ----------------------
                                                   Muriel F. Siebert
                                                   Chair and President
                                                   (on behalf of the
                                                      registrant)


      Date: August 13, 1997                    By: /s/ T. K. Flatley
                                                  ------------------
                                                  T. K. Flatley
                                                  Executive Vice President
                                                  and Assistant Secretary
                                                  (Principal Financial and
                                                   Accounting Officer)