---

---

|                                                       |                                                                                               |  | 
|------------------------------------------------------ | --------------------------------------------------------------------------------------------- |  | 
|UNITED STATES                                         
|SECURITIES AND EXCHANGE COMMISSION                    
|WASHINGTON,
 D.C. 20549                               
|                                                      
|FORM 10-Q                                             
|                                                      
|(Mark One)                                            
|                                                       |                                                                                              
|x                                                      | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934     
|                                                       |                                                                                              
|                                                       | For the
 quarterly period ended    June 30, 2010                                              | 
|                                                       |                                                                                              
|o                                                      | 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 Incorporation or |  | (I.R.S. Employer Identification No.)
|Organization)                                     |  |                                     

|                                                                                   
|-----------------------------------------------------------------------------------
|885 Third Avenue, New York, NY 10022                                               
|                                                                                   
|(Address of Principal Executive Offices)                                           
|                                                                                   
|(212) 644-2400                                                                     
|                                                                                   
|(Registrants Telephone Number, Including Area Code)                               
|                                                                                   
|                                                                                   
|(Former Name, Former Address and Former Fiscal Year, if Changed Since
 Last Report)

Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes  x          No  o

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.)

Yes  o  No  o

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one)

| |                             |                              
| | --------------------------- | -----------------------------
| | Large
 Accelerated Filer  o | Accelerated
 Filer  o        
| |                             |                              
| | Non-Accelerated
 Filer  o   | Smaller
 Reporting Company  x

1

---

---



Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).

Yes  o       No  x

Indicate
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of July 27, 2010, there were
22,180,277 shares of Common Stock, par value $.01 per share, outstanding.

Unless
the context otherwise requires, the Company shall mean Siebert Financial
Corp. and its wholly owned subsidiaries and Siebert shall mean Muriel Siebert
& Co., Inc., a wholly owned subsidiary of the Company.

Certain
statements contained in the Managements Discussion and Analysis of Financial
Condition and Results of Operations below and elsewhere in this document, as
well as oral statements that may be made by us or by our officers, directors or
employees acting on our behalf, that are not statements of historical or current
fact constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward looking statements
involve risks and uncertainties and known and unknown factors that could cause
our actual results to be materially different from our historical results or
from any future results expressed or implied by such forward looking
statements, including, without limitation: changes in general economic and
market conditions; fluctuations in volume and prices of securities; demand for
brokerage and investment banking services; competition within and without the
discount brokerage business, including the offer of broader services;
competition from electronic discount brokerage firms offering lower rates on
commissions than we do; prevalence of a flat fee environment; decline in
participation in equity or municipal finance underwritings; limited trading
opportunities; the method of placing trades by our customers; computer and
telephone system failures; our level of spending on advertising and promotions;
trading errors and the possibility of losses from customer non-payment of
amounts due; other increases in expenses and changes in net capital or other
regulatory requirements. We undertake no obligation to publicly release the
results of any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date when such statements were
made or to reflect the occurrence of unanticipated events. An investment in us
involves various risks, including those mentioned above and those which are
detailed from time to time in our Securities and Exchange Commission filings.

2

---



Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                                      |  | June 30, 2010
 (Unaudited) |            | December 31,
 2009 |  
|                                                                                                                                                                                      |  |                            |            |                    |  
|                                                                                                                                                                                     
|ASSETS                                                                                                                                                                                |  |                            |            |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                             |  | $                          | 27,129,000 |                    | $ | 24,184,000 |  
|Cash equivalents  restricted                                                                                                                                                         |  |                            | 1,532,000  |                    |   | 1,532,000  |  
|Receivable from clearing broker                                                                                                                                                       |  |                            | 1,164,000  |                    |   | 1,954,000  |  
|Securities owned, at fair value                                                                                                                                                       |  |                            | 1,566,000  |                    |   | 1,607,000  |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                 |  |                            | 1,419,000  |                    |   | 1,569,000  |  
|Investment in and advances to affiliates                                                                                                                                              |  |                            | 8,357,000  |                    |   | 9,040,000  |  
|Income tax refund receivable                                                                                                                                                          |  |                            | 1,401,000  |                    |   | 1,074,000  |  
|Prepaid expenses and other assets                                                                                                                                                     |  |                            | 819,000    |                    |   | 1,050,000  |  
|Intangibles, net                                                                                                                                                                      |  |                            | 750,000    |                    |   | 750,000    |  
|Deferred taxes                                                                                                                                                                        |  |                            | 1,236,000  |                    |   | 1,323,000  |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  | $                          | 45,373,000 |                    | $ | 44,083,000 |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                  |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|Liabilities:                                                                                                                                                                          |  |                            |            |                    |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                              |  |                            | 6,413,000  |                    |   | 4,695,000  |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|Contingencies                                                                                                                                                                         |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|Stockholders equity:                                                                                                                                                                 |  |                            |            |                    |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,176,443 and 22,185,325
 outstanding at June 30, 2010 and December 31, 2009, respectively |  |                            | 232,000    |                    |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                            |  |                            | 19,479,000 |                    |   | 19,474,000 |  
|Retained earnings                                                                                                                                                                     |  |                            | 23,837,000 |                    |   | 24,249,000 |  
|Less: 1,035,403 and 1,026,521 shares of
 treasury stock, at cost at June 30, 2010 and December 31, 2009, respectively                                                                 |  |                            | (4,588,000 | )                  |   | (4,567,000 | )
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  |                            | 38,960,000 |                    |   | 39,388,000 |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  
|                                                                                                                                                                                      |  | $                          | 45,373,000 |                    | $ | 44,083,000 |  
|                                                                                                                                                                                      |  |                            |            |                    |   |            |  

See notes to condensed consolidated financial
statements.

3

---



|                                      
|--------------------------------------
|Siebert Financial Corp. & Subsidiaries
|Consolidated Statements of Income     
|(Unaudited)                           

|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|--------------------------------------------------------------- |  | ------------------- | ---------- | ----------------- | - | ---------- |  | ---- | ---------- | - | - | ---------- | 
|                                                                |  | Three
 Months Ended |            | Six Months
 Ended |  
|                                                                |  | June 30,            |            | June 30,          |  
|                                                                |  |                     |            |                   |  
|                                                                |  | 2010                |            | 2009              |   | 2010       |  | 2009 |           
|                                                                |  |                     |            |                   |   |            |  |      |           
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Revenues:                                                       |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Commissions and fees                                            |  | $                   | 6,624,000  |                   | $ | 5,185,000  |  | $    | 10,332,000 |   | $ | 9,751,000  | 
|Investment banking                                              |  |                     | 413,000    |                   |   | 1,556,000  |  |      | 760,000    |   |   | 3,433,000  | 
|Trading profits                                                 |  |                     | 323,000    |                   |   | 508,000    |  |      | 557,000    |   |   | 1,039,000  | 
|Interest and dividends                                          |  |                     | 36,000     |                   |   | 25,000     |  |      | 60,000     |   |   | 51,000     | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|                                                                |  |                     | 7,396,000  |                   |   | 7,274,000  |  |      | 11,709,000 |   |   | 14,274,000 | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Expenses:                                                       |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Employee compensation and benefits                              |  |                     | 2,396,000  |                   |   | 2,860,000  |  |      | 4,852,000  |   |   | 5,893,000  | 
|Clearing fees, including floor brokerage                        |  |                     | 693,000    |                   |   | 1,560,000  |  |      | 1,945,000  |   |   | 3,034,000  | 
|Professional fees                                               |  |                     | 1,679,000  |                   |   | 1,510,000  |  |      | 3,809,000  |   |   | 3,459,000  | 
|Advertising and promotion                                       |  |                     | 110,000    |                   |   | 209,000    |  |      | 253,000    |   |   | 487,000    | 
|Communications                                                  |  |                     | 620,000    |                   |   | 644,000    |  |      | 1,269,000  |   |   | 1,282,000  | 
|Occupancy                                                       |  |                     | 338,000    |                   |   | 329,000    |  |      | 649,000    |   |   | 652,000    | 
|Other general and administrative                                |  |                     | 716,000    |                   |   | 620,000    |  |      | 1,400,000  |   |   | 1,301,000  | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|                                                                |  |                     | 6,552,000  |                   |   | 7,732,000  |  |      | 14,177,000 |   |   | 16,108,000 | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Income from
 equity investees                                   |  |                     | 501,000    |                   |   | 1,444,000  |  |      | 1,824,000  |   |   | 2,288,000  | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Income (loss) before income taxes                               |  |                     | 1,345,000  |                   |   | 986,000    |  |      | (644,000   | ) |   | 454,000    | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Provision (benefit) for income taxes                            |  |                     | 563,000    |                   |   | 422,000    |  |      | (232,000   | ) |   | 222,000    | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Net Income (loss)                                               |  |                     | 782,000    |                   | $ | 564,000    |  |      | (412,000   | ) | $ | 232,000    | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|                                                                |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Net income (loss) per share of common stock
 -Basic and Diluted |  | $                   | .04        |                   | $ | .03        |  | $    | (.02       | ) | $ | .01        | 
|Weighted average shares outstanding -                           |  |                     |            |                   |   |            |  |      |            |   |   |            | 
|Basic                                                           |  |                     | 22,177,524 |                   |   | 22,195,886 |  |      | 22,179,801 |   |   | 22,197,658 | 
|Diluted                                                         |  |                     | 22,178,328 |                   |   | 22,210,725 |  |      | 22,179,801 |   |   | 22,212,692 | 

See notes to condensed consolidated financial
statements.

4

---



|                                      
|--------------------------------------
|Siebert Financial Corp. & Subsidiaries
|Consolidated Statements of Cash Flows 
|(Unaudited)                           

|                                                                                                    |  |                   |            |      |   |            |  
|--------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | ---- | - | ---------- | -
|                                                                                                    |  | Six Months
 Ended |           
|                                                                                                    |  | June 30,          |           
|                                                                                                    |  |                   |           
|                                                                                                    |  | 2010              |            | 2009 |  
|                                                                                                    |  |                   |            |      |  
|Cash flows from operating activities:                                                               |  |                   |            |      |   |            |  
|Net (loss) income                                                                                   |  | $                 | (412,000   | )    | $ | 232,000    |  
|Adjustments to reconcile net (loss) income
 to net cash provided by (used in) operating activities: |  |                   |            |      |   |            |  
|Depreciation and amortization                                                                       |  |                   | 258,000    |      |   | 246,000    |  
|Income from equity investees                                                                        |  |                   | (1,824,000 | )    |   | (2,288,000 | )
|Deferred taxes                                                                                      |  |                   | 87,000     |      |   | 29,000     |  
|Distribution from
 equity investees                                                                 |  |                   | 2,513,000  |      |   | 1,124,000  |  
|Employee stock based compensation                                                                   |  |                   | 5,000      |      |   | 16,000     |  
|Securities owned, at fair value                                                                     |  |                   | 41,000     |      |   | (444,000   | )
|Securities sold short, at fair value                                                                |  |                   |           |      |   | 865,000    |  
|Changes in:                                                                                         |  |                   |            |      |   |            |  
|Receivable from clearing brokers                                                                    |  |                   | 790,000    |      |   | (613,000   | )
|Prepaid expenses and other assets                                                                   |  |                   | 231,000    |      |   | 63,000     |  
|Income tax refund receivable                                                                        |  |                   | (327,000   | )    |   | 544,000    |  
|Accounts payable and accrued liabilities                                                            |  |                   | 1,718,000  |      |   | (539,000   | )
|                                                                                                    |  |                   |            |      |   |            |  
|Net cash provided by (used in) operating
 activities                                                |  |                   | 3,080,000  |      |   | (755,000   | )
|                                                                                                    |  |                   |            |      |   |            |  
|                                                                                                    |  |                   |            |      |   |            |  
|Cash flows from investing activities:                                                               |  |                   |            |      |   |            |  
|Purchase of furniture, equipment and
 leasehold improvements                                        |  |                   | (108,000   | )    |   | (122,000   | )
|Net (payment) collection of advances made to equity investees                                       |  |                   | (6,000     | )    |   | 99,000     |  
|                                                                                                    |  |                   |            |      |   |            |  
|Net cash used in investing activities                                                               |  |                   | (114,000   | )    |   | (23,000    | )
|                                                                                                    |  |                   |            |      |   |            |  
|                                                                                                    |  |                   |            |      |   |            |  
|Cash flows from financing activities:                                                               |  |                   |            |      |   |            |  
|Purchase of treasury shares                                                                         |  |                   | (21,000    | )    |   | (13,000    | )
|                                                                                                    |  |                   |            |      |   |            |  
|Net cash used in financing activities                                                               |  |                   | (21,000    | )    |   | (13,000    | )
|                                                                                                    |  |                   |            |      |   |            |  
|                                                                                                    |  |                   |            |      |   |            |  
|Net increase (decrease) in cash and cash
 equivalents                                               |  |                   | 2,945,000  |      |   | (791,000   | )
|                                                                                                    |  |                   |            |      |   |            |  
|Cash and cash equivalents - beginning of
 period                                                    |  |                   | 24,184,000 |      |   | 29,617,000 |  
|                                                                                                    |  |                   |            |      |   |            |  
|                                                                                                    |  |                   |            |      |   |            |  
|Cash and cash equivalents - end of period                                                           |  | $                 | 27,129,000 |      | $ | 28,826,000 |  
|                                                                                                    |  |                   |            |      |   |            |  
|                                                                                                    |  |                   |            |      |   |            |  
|Supplemental cash flow disclosures:                                                                 |  |                   |            |      |   |            |  
|Cash paid for:                                                                                      |  |                   |            |      |   |            |  
|Income taxes                                                                                        |  | $                 | 9,000      |      | $ | 11,000     |  

See notes to
condensed consolidated financial statements.

5

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Siebert Financial
Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 2010 and 2009
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The
 consolidated financial statements include the accounts of Siebert Financial
 Corp. (the Company) and its wholly owned subsidiaries Muriel Siebert &
 Co., Inc. (Siebert) and Siebert Womens Financial Network, Inc. (WFN).
 All material intercompany balances and transactions have been eliminated.
 Investment in two entities in which the Company has ownership interests of
 49% and 33.33%, respectively, are accounted for by the equity method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The condensed consolidated interim
 financial statements presented herein are unaudited and include all
 adjustments (consisting of normal recurring adjustments) which are, in the
 opinion of management, necessary for a fair presentation of the financial
 position and results of operations of the interim periods pursuant to the
 rules and regulations of the Securities and Exchange Commission (the SEC).
 Certain information and footnote disclosures normally included in annual
 financial statements prepared in accordance with generally accepted
 accounting principles (GAAP) in the United States of America (U.S.) have
 been condensed or omitted pursuant to the SEC rules and regulations, although
 the Company believes that the disclosures made are adequate to make the
 information not misleading. The balance sheet at December 31, 2009 has been
 derived from the audited consolidated statement of financial condition at
 that date, but does not include all information and footnotes required by
 U.S. GAAP for complete financial
 statements. These condensed consolidated financial statements should be read
 in conjunction with the consolidated financial statements included in the
 Companys Annual Report on Form 10-K for the year ended December 31, 2009. Because of the
 nature of the Companys business, the results of operations for the three and
 six months ended June 30, 2010 are not necessarily indicative of
 operating results for the full year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Securities Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Securities
 owned are carried at fair value. Interest is recorded on an accrual basis.
 Dividends are recorded on the ex-dividend date. Siebert clears all its
 security transactions through two unaffiliated clearing firms on a fully
 disclosed basis. Accordingly, Siebert does not hold funds or securities for
 or owe funds or securities to its customers. Those functions are performed by
 the clearing firms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Authoritative accounting
 guidance defines fair value, establishes a framework for measuring fair value
 and establishes a fair value hierarchy which prioritizes the inputs to
 valuation techniques. Fair value is the price that would be received to sell
 an asset or paid to transfer a liability in an orderly transaction between
 participants at the measurement date. The fair value hierarchy ranks the
 quality and reliability of the information used to determine fair values.
 Financial assets and liabilities carried at fair value are classified and
 disclosed in one of the following three categories:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Level 1 
 valued based on quoted prices at the measurement date for identical assets or
 liabilities trading in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Level 2 
 quoted prices in active markets for similar assets and liabilities and inputs
 that are observable for the asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Level 3 
 valuations derived from valuation techniques in which one or more significant
 inputs is not readily observable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

6

---



| |                                                                            
| | ---------------------------------------------------------------------------
| | As of June
 30, 2010, the classification of securities owned is as follows:

|                  |  |         |         |         |   |           |  |   |           | 
|----------------- |  | ------- | ------- | ------- | - | --------- |  | - | --------- | 
|Securities
 owned |  | Level 1 |         | Level 2 |   | Total     | 
|                  |  |         |         |         |   |           | 
|Municipal
 bonds  |  |         |        |         | $ | 1,385,000 |  | $ | 1,385,000 | 
|Common stock      |  | $       | 181,000 |         |   |          |  | $ | 181,000   | 
|                  |  |         |         |         |   |           |  |   |           | 
|                  |  | $       | 181,000 |         | $ | 1,385,000 |  | $ | 1,566,000 | 
|                  |  |         |         |         |   |           |  |   |           | 

|   |                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Common stock
 is valued on the last business day of the period at the last available
 reported sales price on the primary securities exchange.                                                                                                                      
|   |                                                                                                                                                                                                                                                                     
|   | Municipal
 bonds are valued based on prices obtained from pricing sources, which derive
 values from observable inputs.                                                                                                                                             
|   |                                                                                                                                                                                                                                                                     
|3. | Per Share Data:                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                     
|   | Basic earnings (loss) per share
 is computed using the weighted average number of common shares
 outstanding. Diluted earnings per share includes the effects of stock options utilizing the treasury stock method,
 only when such effect is dilutive.             
|   |                                                                                                                                                                                                                                                                     
|   | The weighted average
 number of shares used in the basic and diluted earnings (loss) per share
 computations for the three and six months ended
 June 30, 2010 and 2009, together with excluded shares whose effect is anti-dilutive, are as follows (in thousands):

|                                                                                                     |  |                    |            |                  |  |            |  |      |            |  |  |            | 
|---------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | ---------------- |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
|                                                                                                     |  | Three Months Ended |            | Six Months Ended | 
|                                                                                                     |  | June 30,           |            | June 30,         | 
|                                                                                                     |  |                    |            |                  | 
|                                                                                                     |  | 2010               |            | 2009             |  | 2010       |  | 2009 |           
|                                                                                                     |  |                    |            |                  |  |            |  |      |           
|Weighted average number of common shares outstanding as used in
 computation of basic per share data |  |                    | 22,177,524 |                  |  | 22,195,886 |  |      | 22,179,801 |  |  | 22,197,658 | 
|                                                                                                     |  |                    |            |                  |  |            |  |      |            |  |  |            | 
|                                                                                                     |  |                    |            |                  |  |            |  |      |            |  |  |            | 
|Effect of dilutive securities  stock options                                                        |  |                    | 804        |                  |  | 14,839     |  |      |           |  |  | 15,034     | 
|                                                                                                     |  |                    |            |                  |  |            |  |      |            |  |  |            | 
|Shares used in computation of diluted per share data                                                 |  |                    | 22,178,328 |                  |  | 22,210,725 |  |      | 22,179,801 |  |  | 22,212,692 | 
|                                                                                                     |  |                    |            |                  |  |            |  |      |            |  |  |            | 
|Shares of underlying stock options not included in
dilutive computation                              |  |                    | 1,689,700  |                  |  | 1,727,200  |  |      | 1,689,700  |  |  | 1,727,200  | 
|                                                                                                     |  |                    |            |                  |  |            |  |      |            |  |  |            | 

7

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Siebert is subject to the Securities and Exchange Commissions
 Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of
 minimum net capital. Siebert has elected to use the alternative method,
 permitted by the rule, which requires that Siebert maintain minimum net
 capital, as defined, equal to the greater of $250,000 or two percent of
 aggregate debit balances arising from customer transactions, pursuant to the
 Rule. As of June 30, 2010, Siebert had net capital of approximately
 $22,455,000 as compared with net capital requirements of $250,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On January 22, 2008, the Board of Directors of the Company authorized
 a buy back of up to 300,000 shares of common stock. Shares will be purchased
 from time to time, at managements discretion, in the open market and in
 private transactions. During the six months ended June 30, 2010, the Company
 purchased 8,882 shares at an average price of $2.32.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Investment in and advances to affiliates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Siebert, Brandford, Shank & Co., L.L.C. (SBS)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Siebert holds a 49% ownership interest in
 SBS which is engaged in municipal bond underwritings. Income from SBS is
 considered to be integral to Sieberts operations and material to the results
 of operations.                                                                                                                                                                                                                                                                                                                                                                         

| |                                                     
| | ----------------------------------------------------
| | Summarized financial data of SBS is set forth below.

|                                                                                                  |  |          |            |      |  |            | 
|------------------------------------------------------------------------------------------------- |  | -------- | ---------- | ---- |  | ---------- | 
|                                                                                                  |  | June 30, |           
|                                                                                                  |  | 2010     |            | 2009 | 
|                                                                                                  |  |          |            |      | 
|Total assets including secured demand note
 of $1,200,000 in each period due from Siebert         |  | $        | 26,916,000 |      |  |            | 
|Total liabilities including subordinated
 liabilities of $1,200,000 in each period due to Siebert |  |          | 10,640,000 |      |  |            | 
|Total members capital                                                                            |  |          | 16,276,000 |      |  |            | 
|Regulatory minimum net capital requirement                                                        |  |          | 512,000    |      |  |            | 
|Six months ended:                                                                                 |  |          |            |      |  |            | 
|Total
 revenues                                                                                   |  |          | 22,371,000 |      |  | 21,185,000 | 
|Net income                                                                                        |  |          | 3,737,000  |      |  | 5,041,000  | 
|Three months
 ended:                                                                              |  |          |            |      |  |            | 
|Total
 revenues                                                                                   |  |          | 9,205,000  |      |  | 12,125,000 | 
|Net income                                                                                        |  |          | 1,053,000  |      |  | 3,181,000  | 

| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert charged SBS $38,000 for the six months ended June 30, 2010
 and 2009, respectively, and $19,000 for the three months ended June 30, 2010
 and 2009, respectively, for general and administrative services, which
 Siebert believes approximates the cost of furnishing such services.
| |                                                                                                                                                                                                                                                                                              
| | Sieberts share of net income of SBS for the three months ended June 30,
 2010 and 2009 amounted to $516,000 and $1,559,000, respectively, and for the
 six months ended June 30, 2010 and 2009 amounted to $1,831,000 and
 $2,470,000, respectively.                                        

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Sieberts share of undistributed earnings from SBS amounted to
 $7,583,000 at June 30, 2010. Such amount may not be immediately available for
 distribution to Siebert for various reasons including the amount of SBSs
 available cash, the provisions of the agreement among Siebert and the
 principals of SBS and SBSs continued compliance with its regulatory and net
 capital requirements.
| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | SBS Financial Products Company, LLC (SBSFPC)                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | The Company has a 33.33% ownership interest in, and the two
 individual principals of SBS have an aggregate 66.66% ownership interest in,
 SBSFPC which engages in derivatives
 transactions related to the municipal underwriting business. Income/(loss)
 from SBSFPC is considered to be integral to the Companys operations and
 material to the results of operations.                        
| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | Summarized financial data of SBSFPC is set forth below.                                                                                                                                                                                                                                                                                                                                             

|                        |  |          |             |      |  |          |   
|----------------------- |  | -------- | ----------- | ---- |  | -------- | --
|                        |  | June 30, |            
|                        |  |          |             |      | 
|                        |  | 2010     |             | 2009 | 
|                        |  |          |             |      | 
|Total assets            |  | $        | 166,000,000 |      |  |          |   
|Total liabilities       |  |          | 165,037,000 |      |  |          |   
|Total
 members capital |  |          | 963,000     |      |  |          |   
|Six months
 ended:      |  |          |             |      |  |          |   
|Total
 revenues         |  |          | 74,000      | *    |  | (442,000 | )*
|Net income
 (loss)      |  |          | (22,000     | )    |  | (546,000 | ) 
|Three months
 ended:    |  |          |             |      |  |          |   
|Total
 revenues         |  |          | (3,000      | )*   |  | (288,000 | )*
|Net income (loss)       |  |          | 4,000       |      |  | (344,000 | ) 

*Attributable
to unrealized loss on derivative contracts.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The results of operations for the six months ended June 30, 2010 reflects a reduction
of SBSFPCs previously reported net income of $25,000 for the quarter ended March 31, 2010 to a net loss of $26,000
resulting from a $51,000 correction of unrealized gain on derivative contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Companys share of net loss of SBSFPC for the six months ended June 30, 2010 amounted
 to $7,000.
For the three months ended June 30, 2010, the Company reflected its share of SBSFPCs operations as a net loss of $15,700
which includes a loss of $17,000 attributable to the correction of SBSFPCs results for the quarter ended
March 31, 2010 referred to above. Such correction was not material to the Companys results
of operations for the quarter ended June 30, 2010 or March 31, 2010. The Companys share of net loss for
the three months ended June
 30, 2009 amounted to $115,000 and for the six months ended June 30, 2009
 amounted to $182,000.                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | At June 30, 2010, SBSFPC had an accumulated loss of $237,000 of which
 the Companys share was $79,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | New Clearing Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As part of the negotiations with one of the Companys clearing firms
 for a three year fully disclosed clearing agreement which was entered into on
 May 5, 2010, the Company resolved at $3 million the amount due to the Company
 from the clearing firm on past transactions cleared for the Company. This
 amount is included in commission and fee income for the three and six months
 ended June 30, 2010.                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8. | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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 customer 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 are unable to fulfill their contractual
 obligations. There were no material losses for unsettled customer
 transactions for the six months ended June 30, 2010 and 2009.

9

---



| |                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert is party to certain claims, suits and complaints arising in
 the ordinary course of business. In the opinion of management all such
 claims, suits and complaints are without merit, or involved amounts which
 would not have a significant effect on the financial position or results of
 operations of the Company.

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

This
discussion should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2009, and the
unaudited consolidated financial statements and the notes thereto contained
elsewhere in this Quarterly Report.

Business Environment

The
financial crisis affecting the global economy has created historic volatility in
the marketplace. Our working capital is invested primarily in money market
funds, so that liquidity has not been materially affected. The crisis did have
the effect of reducing participation in the securities market by our retail and
institutional customers, which has had an adverse effect on our revenues.
Competition in the brokerage industry remains intense. In view of the business
environment, Siebert has reduced expenses and intends to continue its efforts to
reduce occupancy costs and other operational expenses. Siebert will also
consider opportunities, when they arise, to acquire additional customer
accounts.

The
following table sets forth certain metrics for the three and six months then ended.

|                                      |  |                                      |         |                                    |   |         |  |      |         |  |   |         | 
|------------------------------------- |  | ------------------------------------ | ------- | ---------------------------------- | - | ------- |  | ---- | ------- |  | - | ------- | 
|                                      |  | For the Three Months
 ended June 30, |         | For the Six Months
 ended June 30, |  
|Retail Customer Activity:             |  | 2010                                 |         | 2009                               |   | 2010    |  | 2009 |        
|                                      |  |                                      |         |                                    |  
|                                      |  |                                      |         |                                    |  
|Total Retail
 Trades:                 |  |                                      | 112,917 |                                    |   | 125,709 |  |      | 210,873 |  |   | 232,071 | 
|Average
 Commission per Retail trade: |  | $                                    | 24.36   |                                    | $ | 25.56   |  | $    | 24.73   |  | $ | 25.28   | 

|                                                        |  |                |        |      |   |        | 
|------------------------------------------------------- |  | -------------- | ------ | ---- | - | ------ | 
|                                                        |  | As of June 30, |       
|                                                        |  |                |       
|Retail Customer Balances:                               |  | 2010           |        | 2009 |  
|                                                        |  |                |        |      |  
|Retail
 Customer Net Worth (in billions):               |  | $              | 5.8    |      | $ | 5.3    | 
|Retail
 Customer Money Market Fund Value (in billions): |  | $              | 1.0    |      | $ | 1.1    | 
|Retail
 Customer Margin Debit Balances (in million):    |  | $              | 176.5  |      | $ | 124.6  | 
|Retail Customer
 Accounts with Positions:               |  |                | 50,331 |      |   | 54,604 | 

Description:

| |   |                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Total retail trades represent retail trades that generate commission.                                                                               
| |   |                                                                                                                                                     
| |  | Average commission per retail trade represents the average commission
 generated for all types of retail customer trades.                           
| |   |                                                                                                                                                     
| |  | Retail customer net worth represents the total value of securities
 and cash in the retail customer accounts before deducting margin debit balances.
| |   |                                                                                                                                                     
| |  | Retail customer money market fund value represents all retail
 customers accounts invested in money market                                          

10

---



|  |                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                         
|  | funds.                                                                                                                                  
|  |                                                                                                                                         
| | Retail customer margin debit balances represents credit extended to
 our customers to finance their purchases against current positions.
|  |                                                                                                                                         
| | Retail customer accounts with positions represents retail customers
 with a cash and or securities in their accounts.                   

Like other
securities firms, we are directly affected by general economic and market
conditions including fluctuations in volume and prices of securities, changes
and prospects for changes in interest rates and demand for brokerage and
investment banking services, all of which can affect our relative
profitability. In periods of reduced market activity, profitability is likely
to be adversely affected because certain expenses, including salaries and
related costs, portions of communications costs and occupancy expenses remain
relatively fixed. Earnings, or loss, for any period should not be considered
representative of any other period.

Recent Developments

As part of the negotiations with one of the companys clearing firms
for a three year fully disclosed clearing agreement which was entered into on
May 5, 2010, the Company resolved at $3 million the amount due to the Company
from the clearing firm on past transactions cleared for the Company. This amount
is included in commission and fee income for the three and six months ended
June 30, 2010.

On January 23, 2008, the Board of
Directors of the Company authorized a buy back of up to 300,000 shares of
common stock. During the six months ended June 30, 2010, the Company purchased
8,882 shares at an average price of $2.32.

Critical Accounting Policies

We
generally follow accounting policies standard in the brokerage industry and
believe that our policies appropriately reflect our financial position and
results of operations. Our management makes significant estimates that effect
the reported amounts of assets, liabilities, revenues and expenses and the
related disclosure of contingent assets and liabilities included in the financial
statements. The estimates relate primarily to revenue and expense items

11

---



in the normal course of business as to which we receive no
confirmations, invoices, or other documentation at the time the books are
closed for a period. We use our best judgment, based on our knowledge of these
revenue transactions and expenses incurred, to estimate the amounts of such
revenue and expense. We are not aware of any material differences between the
estimates used in closing our books for the last five years and the actual
amounts of revenue and expenses incurred when we subsequently receive the
actual confirmations, invoices or other documentation. Estimates are also used
in determining the useful lives of intangible assets, and the fair market value
of intangible assets and securities. Our management believes that its estimates
are reasonable.

Results of Operations

We believe
that our business reflects the current difficult business environment for
discount and online and institutional brokers. We had net income of $782,000
and net loss of $412,000 for the three months and six months ended June 30,
2010, respectively.

Three Months Ended
June 30, 2010 Compared to Three Months Ended June 30, 2009

Total
revenues for the three months ended June 30, 2010 were $7.4 million, an
increase of $122,000 or 1.7% from the same period in 2009.

Commission
and fee income for the three months ended June 30, 2010 was $6.6 million, an
increase of $1.4 million or 27.8% from the same period in 2009 primarily due to
recording $3 million as commission and fee income as part of our negotiations
with our primary clearing firm for a three year Fully Disclosed Clearing
Agreement in the second quarter of 2010 as well as increases in margin debits
due to higher margin debit balances and an increase in institutional trading
offset by a decrease in commissions generated by retail customers due to a
decrease in trading volumes.

Investment
banking revenues for the three months ended June 30, 2010 were $413,000, a
decrease of $1.1 million or 73.5% from the same period in 2009 due to our participation
in fewer new issues in the equity and debt capital markets.

Trading
profits were $323,000 for the three months ended June 30, 2010, a decrease of
$185,000 or 36.4% from the same period in 2009 due to an overall decrease in
trading volume primarily in the debt markets and the loss of two debt
sales-traders in the second quarter of 2009.

Interest
and dividends for the three months ended June 30, 2010 were $36,000, an
increase of $11,000 or 44.0% from the same period in 2009 primarily due to
higher cash balances.

Total
expenses for the three months ended June 30, 2010 were $6.5 million, a decrease
of $1.1 million or 15.2% from the same period in 2009.

Employee
compensation and benefit costs for the three months ended June 30, 2010 were
$2.4 million, a decrease of $464,000 or 16.2% from the same period in 2009.
This decrease was due to decreases in commissions paid based on production, a
reduction headcount for registered representatives and staff bonus accrual.

Clearing
and floor brokerage costs for the three months ended June 30, 2010 were
$693,000, a decrease of $867,000 or 55.6% from the same period in 2009
primarily due to the execution of a Fully Disclosed Clearing Agreement with our
primary clearing firm in the second quarter of 2010 which reduced our fees for
clearing costs as well as a decrease in volume of trade executions for retail
customers and a decrease in execution charges for institutional debt and equity
customers.

12

---



Professional
fees for the three months ended June 30, 2010, were $1.7 million, an increase
of $169,000 or 11.2% from the same period in 2009 primarily due to an increase
in legal fees relating to a dispute with a former employee.

Advertising
and promotion expenses for the three months ended June 30, 2010 were $110,000,
a decrease of $99,000 or 47.4% from the same period in 2009 due to a decrease
in print advertising, brochures and direct mailing to our retail customer base.

Communications
expense for the three months ended June 30, 2010, was $620,000, a decrease of
$24,000 or 3.7% from the same period in 2009 primarily due to a decrease in
quotation costs associated with our retail customer base and a decrease in
local telephone usage offset by an increase in Bloomberg terminals for new
sales-traders in our equity and debt capital markets in the second quarter of
2010.

Occupancy
costs for the three months ended June 30, 2010 were $338,000, an increase of
$9,000 or 2.7% from the same period in 2009 due to an increase in rents in our
Florida branches offset by a decrease in rent in our New Jersey office.

Other
general and administrative expenses for the three months ended June 30, 2010
were $716,000, an increase of $96,000 or 15.5% from the same period in 2009 due
to an increase in computer updates, office expense, training, depreciation,
printing, postage and subscriptions offset by decreases in registration fees
and transportation costs.

Income from
Sieberts equity investment in Siebert, Brandford, Shank & Co., L.L.C., an
entity in which Siebert holds a 49% equity interest (SBS), for the three
months ended June 30, 2010, was $516,000, a decrease of $1.0 million or 66.9%
from the same period in 2009. SBS serves as an underwriter for municipal bond
offerings. This decrease was due to SBS participating in fewer senior managed
or co-managed transactions. Loss from our equity investment in SBS Financial
Products Company, LLC, an entity in which we hold a 33.33% equity interest
(SBSFPC) for the three months ended June 30, 2010, was $16,000 as compared to
a loss of $115,000 from the same period in 2009. This loss in 2009 was due to
the mark to market loss in positions. Income and loss from equity investees is
considered to be integral to our operations and material to the results of
operations.

The tax
provision for the three months ended June 30, 2010 and 2009 was $563,000 and
$422,000, respectively, due to our income before income tax of $1.4 million and
$986,000, respectively.

Six Months Ended
June 30, 2010 Compared to Six Months Ended June 30, 2009

Total
revenues for the six months ended June 30, 2010 were $11.7 million, a decrease
of $2.6 million or 18.0% from the same period in 2009.

Commission
and fee income for the six months ended June 30, 2010 was $10.3 million, an
increase of $581,000 or 6.0% from the same period in 2009 primarily due to
recording $3 million as commission and fee income as part of our negotiations
with our primary clearing firm for a three year Fully Disclosed Clearing
Agreement in the second quarter of 2010 as well as increases in margin debits
due to higher margin debit balances and an increase in institutional trading
offset by a decrease in commissions generated by retail customers due to a
decrease in trading volumes.

Investment
banking revenues for the six months ended June 30, 2010 were $760,000, a
decrease of $2.7 million or 77.9% from the same period in 2009 due to our
participation in fewer new issues in the equity and debt capital markets.

Trading
profits were $557,000 for the six months ended June 30, 2010, a decrease of
$482,000 or 46.4% from the same period in 2009 due to a decrease in trading
volume primarily in the debt markets and the loss of two debt sales-traders in
the second quarter of 2009.

13

---



Interest
and dividends for the six months ended June 30, 2010 were $60,000, an increase
of $9,000 or 17.7% from the same period in 2009 primarily due to lower cash
balances.

Total
expenses for the six months ended June 30, 2010 were $14.1 million, a decrease
of $1.9 million from the same period in 2009.

Employee
compensation and benefit costs for the six months ended June 30, 2010 were $4.9
million, a decrease of $1.0 million, or 17.7% from the same period in 2009.
This decrease was due to decreases in commissions paid based on production and
a reduction headcount for registered representatives and staff bonus accrual.

Clearing
and floor brokerage costs for the six months ended June 30, 2010 were $2.0
million, a decrease of $1.1 million or 35.9% from the same period in 2009,
primarily due to the execution of a Fully Disclosed Clearing Agreement with our
primary clearing firm in the second quarter of 2010 which reduced our fees for
clearing costs as well as a decrease in volume of trade executions for retail
customers and a decrease in execution charges for institutional debt and equity
customers.

Professional
fees for the six months ended June 30, 2010, were $3.8 million, an increase of
$350,000 or 10.1% from the same period in 2009 primarily due to an increase in
legal fees relating to a dispute with a former employee offset by a decrease in
consulting fees relating to the commission recapture business.

Advertising
and promotion expenses for the six months ended June 30, 2010 were $253,000, a
decrease of $234,000 or 48.1% from the same period in 2009 primarily due to
decreases in production and airing of television commercials and print
advertising, brochures and direct mailings to our retail customer base.

Communications
expense for the six months ended June 30, 2010, was $1.3 million, a decrease of
$13,000 from the same period in 2009 due primarily due to a decrease in local
telephone usage.

Occupancy
costs for the six months ended June 30, 2010 were $649,000, a decrease of
$3,000 from the same period in 2009 due to a decrease in rents in the New
Jersey office offset by an increase in rents in our Florida branches.

Other
general and administrative expenses for the six months ended June 30, 2010 were
$1.4 million, an increase of $99,000 or 7.6% from the same period in 2009. This
increase was a result of increases in computer updates, office expenses, training,
depreciation, insurance and SIPC fees, offset by travel and entertainment,
printing and transportation costs.

Income from
Sieberts equity investment in Siebert, Brandford, Shank & Co., L.L.C., an
entity in which Siebert holds a 49% equity interest (SBS) for the six months
ended June 30, 2010, was $1.9 million, a decrease of $639,000 or 25.9% from the
same period in 2009. This decrease was due to SBS participating in fewer senior
managed or co-managed transactions. SBS serves as an underwriter for municipal
bond offerings. Loss from our equity investment in SBS Financial Products
Company, LLC, an entity in which we hold a 33.33% equity interest (SBSFPC),
for the six months ended June 30, 2010, was $7,000 as compared to a loss of $182,000
from the same period in 2009 due to the mark to market
loss in positions. We consider income and loss from equity investees to be
integral to our operations and material to the results of operations.

The tax
benefit for the six months ended June 30, 2010 was $232,000 based on our loss
before income taxes of $644,000 and tax provisions for the six months ended
June 30, 2009 was $222,000 based on our income before income tax of $454,000.

Liquidity and Capital Resources

Our assets
are highly liquid, consisting generally of cash in money market funds. Our
total assets at June 30, 2010 were $45 million. As of that date, we regarded
$28.3 million, or 62%, of total assets as highly liquid.

14

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Siebert is subject
to the net capital requirements of the SEC, the NYSE and other regulatory
authorities. At June 30, 2010, Sieberts regulatory net capital was $22.4
million, $22.2 million in excess of its minimum capital requirement of
$250,000.

On January 22, 2008, the Board of Directors of
the Company authorized a buy back of up to 300,000 shares of common stock.
During the six months ended June 30, 2010, 8,882 shares were purchased at an
average price of $2.32 per share.

Siebert has
entered into a Secured Demand Note Collateral Agreement with SBS under which Siebert
is obligated to lend to SBS up to $1.2 million pursuant to a secured promissory
note on a subordinated basis. Amounts pledged by Siebert under the facility are
reflected on our balance sheet as cash equivalents  restricted. SBS pays
Siebert interest on this amount at the rate of 4% per annum. The facility
expires on August 31, 2012, at which time SBS is obligated to repay to Siebert
any amounts borrowed by SBS thereunder.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk

We
generally invest working capital temporarily in dollar denominated money market
funds and United States Treasury Bills. These investments are not subject to
material changes in value due to interest rate movements.

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

Item 4. Controls and Procedures

We carried
out an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report pursuant to Rule
13a-15(e) or Rule 15d-15(e) of the Securities Exchange of 1934, as amended.
Based on that evaluation, our management, including the Chief Executive Officer
and Chief Financial Officer, concluded that our disclosure controls and
procedures are effective to ensure that the information we are required to
disclose in reports that we file or submit under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange
Commission and to ensure that information required to be disclosed is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer to allow timely decisions regarding timely
disclosure.

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

15

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Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

We are involved in various routine lawsuits of a nature deem to be
customary and incidental to our business. In the opinion of management, the
ultimate disposition of such actions will not have a material adverse effect on
the Companys financial position or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you
should carefully consider the factors discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 31,
2009, which could materially affect our business, financial position and
results of operations. There are no material changes from the risk factors set
forth in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for
the year ended December 31, 2009.

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

On January 23, 2008, our Board of Directors authorized the repurchase
of up to 300,000 shares of our common stock. Shares will be purchased from time
to time, in our discretion, in the open market and in private transactions. We
purchased 2,812 shares at an average price of $2.27 in the second quarter of
2010.

A summary of
our repurchase activity for the three months ended June 30, 2010 is as follows:

Issuer Purchases of Issuer Securities

|           |  |                                  |       |                              |   |                                                                      |  |                                                                    |        |  |  |         | 
|---------- |  | -------------------------------- | ----- | ---------------------------- | - | -------------------------------------------------------------------- |  | ------------------------------------------------------------------ | ------ |  |  | ------- | 
|Period     |  | Total Number
Of Shares
Purchased |       | Average Price
Paid Per Share |   | Total Number of
Shares Purchased
as Part of Publicly
Announced Plans |  | Maximum
Number of Shares
That May Yet Be
Purchased Under
The Plans |       
|           |  |                                  |       |                              |   |                                                                      |  |                                                                    |       
|April 2010 |  |                                  | 1,471 |                              | $ | 2.32                                                                 |  |                                                                    | 36,479 |  |  | 263,521 | 
|           |  |                                  |       |                              |   |                                                                      |  |                                                                    |        |  |  |         | 
|May 2010   |  |                                  | 1,029 |                              | $ | 2.22                                                                 |  |                                                                    | 37,508 |  |  | 262,492 | 
|           |  |                                  |       |                              |   |                                                                      |  |                                                                    |        |  |  |         | 
|June 2010  |  |                                  | 312   |                              | $ | 2.20                                                                 |  |                                                                    | 37,820 |  |  | 262,180 | 
|           |  |                                  |       |                              |   |                                                                      |  |                                                                    |        |  |  |         | 
|           |  |                                  |       |                              |   |                                                                      |  |                                                                    |        |  |  |         | 
|Total      |  |                                  | 2,812 |                              | $ | 2.27                                                                 |  |                                                                    | 37,820 |  |  | 262,180 | 

All of the
purchases were made in open market transactions.

16

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Item 6. Exhibits

| |       |                                                                                                                                                               
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1* | Fully
Disclosed Clearing Agreement, by and between National Financial Services LLC
and Muriel Siebert & Co., Inc. dated May 5, 2010.                          
| |       |                                                                                                                                                               
| | 31.1  | Certification of Muriel F. Siebert pursuant to Exchange Act Rules
 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002.  
| |       |                                                                                                                                                               
| | 31.2  | Certification of Joseph M. Ramos, Jr. pursuant to Exchange Act Rule
 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002.
| |       |                                                                                                                                                               
| | 32.1  | Certification of Muriel F. Siebert of Periodic Financial Report under
 Section 906 of the Sarbanes-Oxley Act of 2002.                                         
| |       |                                                                                                                                                               
| | 32.2  | Certification of Joseph M. Ramos, Jr. of Periodic Financial Report
 under Section 906 of the Sarbanes-Oxley Act of 2002.                                      

*A request for confidential treatment was filed for certain portions of
the indicated document. Certain portions have been omitted and filed separately
with the Commission as required by Rule 24b-2 of the Commission.

17

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SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

| |                          |                                                       | 
| | ------------------------ | ----------------------------------------------------- | 
| | SIEBERT
 FINANCIAL CORP.
| |                          |                                                       | 
| | By:                      | /s/ Muriel
 F. Siebert                                | 
| |                          |                                                       | 
| |                          | Muriel F.
 Siebert                                   
| |                          | Chairwoman
 and President                            
| |                          | (principal
 executive officer)                       
| |                          |                                                      
| | Dated:
 August 16, 2010 
| |                          |                                                       | 
| | By:                      | /s/ Joseph
 M. Ramos, Jr.                             | 
| |                          |                                                       | 
| |                          | Joseph M.
 Ramos, Jr.                                
| |                          | Executive
 Vice President and Chief Financial Officer
| |                          | (principal
 financial and accounting officer)        
| |                          |                                                      
| | Dated:
 August 16, 2010 

18

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