U.S.
  SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
  DC 20549

FORM 10-Q

|(Mark One   | )                                                                                                         
|----------- | ----------------------------------------------------------------------------------------------------------
|            |                                                                                                           
|[X]         | Quarterly
      report under Section 13 or 15(d) of the Securities Exchange Act of 1934                   
|            |                                                                                                           
|            | For
      the quarterly period endedJune 30, 2004                                                         
|            |                                                                                                           
|[ 
       ] | Transition
      report under Section 13 or 15(d) of the Exchange Act                                     
|            |                                                                                                           
|            | For
      the transition period from______________________________
      to ______________________________
|            |                                                                                                           
|            | Commission
      file number 0-5703                                                                       

Siebert
  Financial Corp.(Exact
  Name of Issuer as Specified in its Charter)

|New
      York                                       | 11-1796714                                
|---------------------------------------------------- | ------------------------------------------
|(State
      or Other Jurisdiction of Incorporation) | (I.R.S.
      Employer Identification No.)

885
  Third Avenue, New York, NY 10022(Address
  of Principal Executive Offices)

(212)
  644-2400(Issuers
  Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

YesXNo

Indicate
  by check mark whether the registrant is an accelerated filer (as defined in
  Rule 12b-2 of the Exchange Act).

YesNo X

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of July 30, 2004, there were 22,099,401 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 the Company or
  by its officers, directors or employees acting on the Companys behalf,
  that are not statements of historical or current fact constitute forward
  looking statements within the meaning of the Private Securities Litigation
  Reform Act of 1995. Such forward looking statements involve risks and uncertainties
  and known and unknown factors that could cause the actual results of the Company
  to be materially different from the historical results or from any future results
  expressed or implied by such forward looking statements, including, without
  limitation: changes in general economic and market conditions; fluctuations
  in volume and prices of securities; 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 the Company; the prevalence of
  a flat fee environment; decline in participation in equity or municipal finance
  underwritings; limited trading opportunities; the method of placing trades by
  the Companys customers; computer and telephone system failures; the level
  of spending by the Company 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. The
  Company undertakes no obligation to publicly release the results of any revisions
  to these forward-looking statements which may be made to reflect events or circumstances
  after the date when such statements were made or to reflect the occurrence of
  unanticipated events. An investment in the Company involves various risks, including
  those mentioned above and those which are detailed from time to time in the
  Companys Securities and Exchange Commission filings.

---



Part
  I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Siebert
  Financial Corp. & SubsidiariesConsolidated Statements of Financial Condition

|                                                                                   | June
      30, 2004 |   | December
      31, |            
|---------------------------------------------------------------------------------- | ------------------- | - | ------------------ | -----------
|                                                                                   | (Unaudited)         |   | 2003               |            
|                                                                                   |                     |   |                    |            
|                                                                                   |                     |   |                    |            
|ASSETS                                                                             |                     |   |                    |            
|Cash
      and cash equivalents                                                    | $28,053,000         |   |                    | $24,732,000
|Cash
      equivalents  restricted                                                | 1,300,000           |   |                    | 1,300,000  
|Receivable
      from clearing brokers                                             | 1,119,000           |   |                    | 1,487,000  
|Advance
      to clearing broker                                                   | 1,500,000           |   |                    | 1,500,000  
|Securities
      owned, at market value                                            | -                   |   |                    | 1,226,000  
|Furniture,
      equipment and leasehold improvements, net                         | 1,686,000           |   |                    | 1,863,000  
|Investment
      in and advances to equity investee                                | 2,726,000           |   |                    | 3,212,000  
|Prepaid
      expenses and other assets                                            | 1,156,000           |   |                    | 1,807,000  
|Intangibles,
      net                                                             | 2,345,000           |   |                    | 2,346,000  
|Deferred
      taxes                                                               | 529,000             |   |                    | 553,000    
|                                                                                   |                     |   |                    |            
|                                                                                   | $40,414,000         |   |                    | $40,026,000
|                                                                                   |                     |   |                    |            
|                                                                                   |                     |   |                    |            
|                                                                                   |                     |   |                    |            
|LIABILITIES
      AND STOCKHOLDERS EQUITY                                         |                     |   |                    |            
|Securities
      sold, not yet purchased, at market value                          | 64,000              |   |                    | 6,000      
|Accounts
      payable and accrued liabilities                                     | 5,087,000           |   |                    | 4,885,000  
|                                                                                   |                     |   |                    |            
|                                                                                   | 5,151,000           |   |                    | 4,891,000  
|                                                                                   |                     |   |                    |            
|                                                                                   |                     |   |                    |            
|Commitments
      and contingent liabilities                                       |                     |   |                    |            
|                                                                                   |                     |   |                    |            
|Stockholders
      equity:                                                        |                     |   |                    |            
|Common
      stock, $.01 par value; 49,000,000 shares authorized,                  |                     |   |                    |            
|22,983,917
      shares issued and 22,097,115 and 22,222,014 shares                |                     |   |                    |            
|outstanding
      at June 30, 2004 and December 31, 2003, respectively             | 229,000             |   |                    | 229,000    
|Additional
      paid-in capital                                                   | 17,931,000          |   |                    | 17,931,000 
|Retained
      earnings                                                            | 21,145,000          |   |                    | 20,500,000 
|Less:
      886,802 and 761,903 shares of treasury stock, at cost at June 30, 2004 |                     |   |                    |            
|and
      December 31, 2003, respectively                                          | (4,042,000          | ) | (3,525,000         | )          
|                                                                                   |                     |   |                    |            
|                                                                                   | 35,263,000          |   |                    | 35,135,000 
|                                                                                   |                     |   |                    |            
|                                                                                   |                     |   |                    |            
|                                                                                   | $40,414,000         |   |                    | $40,026,000
|                                                                                   |                     |   |                    |            

See
  notes to consolidated financial statements.

---



Siebert
  Financial Corp. & Subsidiaries 
  Consolidated Statements of Operations 
  (Unaudited)

|                                                    | Three
      Months Ended |            | Six
      Months Ended | 
|--------------------------------------------------- | ------------------------ | ---------- | ---------------------- | 
|                                                    | June
      30,           |            | June
      30,         | 
|                                                    |                          |            |                        | 
|                                                    | 2004                     |            | 2003                   | 
|                                                    |                          |            |                        | 
|                                                    |                          |            |                        | 
|Revenues:                                           |                          |            |                        | 
|Commissions
      and fees                          |                          | $5,201,000 |                        | 
|Investment
      banking                            |                          | 107,000    |                        | 
|Trading
      profits                               |                          | 182,000    |                        | 
|Income
      from equity investee                   |                          | 556,000    |                        | 
|Interest
      and dividends                        |                          | 105,000    |                        | 
|                                                    |                          |            |                        | 
|                                                    |                          | 6,151,000  |                        | 
|                                                    |                          |            |                        | 
|                                                    |                          |            |                        | 
|Expenses:                                           |                          |            |                        | 
|Employee
      compensation and benefits            |                          | 2,494,000  |                        | 
|Clearing
      fees, including floor brokerage      |                          | 795,000    |                        | 
|Advertising
      and promotion                     |                          | 245,000    |                        | 
|Communications                                      |                          | 565,000    |                        | 
|Occupancy                                           |                          | 262,000    |                        | 
|Interest                                            |                          | -          |                        | 
|Other
      general and administrative              |                          | 1,336,000  |                        | 
|                                                    |                          |            |                        | 
|                                                    |                          | 5,697,000  |                        | 
|                                                    |                          |            |                        | 
|                                                    |                          |            |                        | 
|Income
      (loss) before income taxes             |                          | 454,000    |                        | 
|                                                    |                          |            |                        | 
|Provision
      (benefit) for income taxes          |                          | 224,000    |                        | 
|                                                    |                          |            |                        | 
|Net Income (loss)                                   |                          | $230,000   |                        | 
|                                                    |                          |            |                        | 
|                                                    |                          |            |                        | 
|Net
      income (loss) per share of common stock - |                          |            |                        | 
|Basic
      and Diluted                             |                          | $.01       |                        | 
|Weighted
      average shares outstanding -         |                          |            |                        | 
|Basic                                               |                          | 22,115,145 |                        | 
|Weighted
      average shares outstanding -         |                          |            |                        | 
|Diluted                                             |                          | 22,330,151 |                        | 

See
  notes to consolidated financial statements.

---



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


|                                                                                           | Six
      Months Ended |            
|------------------------------------------------------------------------------------------ | ---------------------- | -----------
|                                                                                           | June
      30,         |            
|                                                                                           |                        |            
|                                                                                           | 2004                   |            
|                                                                                           |                        |            
|Cash flows from operating
      activities:                                                |                        |            
|Net
      income (loss)                                                                    |                        | $645,000   
|Adjustments
      to reconcile net income (loss) to net cash used in operating activities: |                        |            
|Depreciation
      and amortization                                                        |                        | 806,000    
|Income
      from equity investee                                                          |                        | (682,000   
|Deferred
      taxes                                                                       |                        | 24,000     
|Changes
      in:                                                                          |                        |            
|Securities
      owned, at market value                                                    |                        | 1,226,000  
|Receivable
      from clearing brokers                                                     |                        | 368,000    
|Prepaid
      expenses and other assets                                                    |                        | 651,000    
|Securities
      sold, not yet purchased, at market value                                  |                        | 58,000     
|Accounts
      payable and accrued liabilities                                             |                        | 202,000    
|                                                                                           |                        |            
|Net
      cash provided by (used in) operating activities                                  |                        | 3,298,000  
|                                                                                           |                        |            
|Cash
      flows from investing activities:                                                |                        |            
|Return
      of deposit on equipment                                                       |                        |            
|Purchase
      of furniture, equipment and leasehold improvements                          |                        | (228,000   
|Advance
      to clearing broker                                                           |                        |            
|Purchase
      of customer accounts                                                        |                        | (400,000   
|Payment
      of advances by equity investee                                               |                        | (57,000    
|Distribution
      from equity investee                                                    |                        | 1,225,000  
|                                                                                           |                        |            
|Net
      cash provided by (used in) investing activities                                  |                        | 540,000    
|                                                                                           |                        |            
|Cash flows from financing
      activities:                                                |                        |            
|Proceeds
      from exercise of options                                                    |                        |            
|Repurchase
      of common stock                                                           |                        | (517,000   
|                                                                                           |                        |            
|Net
      cash used in financing activities                                                |                        | (517,000   
|                                                                                           |                        |            
|                                                                                           |                        |            
|Net
      increase (decrease) in cash and cash equivalents                                 |                        | 3,321,000  
|                                                                                           |                        |            
|Cash and cash equivalents
      - beginning of period                                      |                        | 24,732,000 
|                                                                                           |                        |            
|                                                                                           |                        |            
|Cash and cash equivalents
      - end of period                                            |                        | $28,053,000
|                                                                                           |                        |            
|Supplemental cash flow
      disclosures:                                                  |                        |            
|Cash
      paid for:                                                                       |                        |            
|Interest                                                                                   |                        |            
|Income
      taxes                                                                         |                        | $121,000   

See
  notes to consolidated financial statements.

---



Siebert
  Financial Corp. & Subsidiaries

Notes
  to Consolidated Financial Statements 
  Six Months Ended June 30, 2004 and 2003 
  (Unaudited)

|1. | Organization
        and Basis of Presentation:The
        consolidated financial statements include the accounts of Siebert Financial
        Corp. (the Company) and its wholly owned subsidiaries Muriel
        Siebert & Co., Inc. (Siebert) and Siebert Womens
        Financial Network, Inc. (WFN). All material intercompany balances
        have been eliminated. The statements are unaudited; however, in the opinion
        of management, all adjustments considered necessary to reflect fairly
        the Companys financial position and results of operations, consisting
        of normal recurring adjustments, have been included. The
        accompanying consolidated financial statements do not include all of the
        information and footnote disclosures normally included in financial statements
        prepared in accordance with generally accepted accounting principles.
        Accordingly, the statements should be read in conjunction with the audited
        financial statements included in the Companys Annual Report on Form
        10-K for the year ended December 31, 2003. Because of the nature of the
        Companys business, the results of any interim period are not necessarily
        indicative of results for a full year.                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Stock-Based
        CompensationStatement
        of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
        Compensation ("SFAS 123") as amended by SFAS No. 148, (Accounting for
        Stock-Based Compensation  Transition and Disclosure an amendment
        to FASB Statement 123), allows the fair value of stock-based compensation
        to be included in expense over the period earned; alternatively, if the
        fair value of stock-based compensation awards are not included in expense,
        SFAS 123 requires disclosure of net income (loss), on a pro forma basis,
        as if expense treatment had been applied. As permitted by SFAS 123, the
        Company continues to account for such compensation under Accounting Principles
        Board Opinion No. 25 ("APB 25"), Accounting for Stock Issued to Employees,
        and related interpretations, pursuant to which no compensation cost was
        recognized in connection with the issuance of stock options, as all options
        granted under the 1997 Stock Option Plan had an exercise price equal to
        or greater than the fair value of the underlying common stock on the date
        of grant. Had the Company elected to recognize compensation expense for
        the stock option plan, consistent with the method prescribed by SFAS 123,
        the Company's net income (loss) and net income (loss) per share for the
        three months and six months ended June 30, 2004 and 2003 would have (decreased)
        increased the pro forma amounts as follows:

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|                                                           |                      |          |                      |         
|---------------------------------------------------------- | -------------------- | -------- | -------------------- | --------
|                                                           | Three
      Months   |          | Six
      Months     |         
|                                                           | Ended
      June 30, |          | Ended
      June 30, |         
|                                                           |                      |          |                      |         
|                                                           | 2004                 |          | 2003                 |         
|                                                           |                      |          |                      |         
|                                                           |                      |          |                      |         
|Net income (loss), as
      reported                       |                      | $230,000 |                      |         
|Stock-based employee compensation
      determined         |                      |          |                      |         
|under
      APB 25                                         |                      | -        |                      |         
|Stock-based employee compensation
      determined         |                      |          |                      |         
|under
      the fair value based method, net of tax effect | (87,000              | )        |                      | (140,000
|                                                           |                      |          |                      |         
|                                                           |                      |          |                      |         
|Pro forma net income (loss)                                |                      | $143,000 |                      |         
|                                                           |                      |          |                      |         
|                                                           |                      |          |                      |         
|Net income (loss) per
      share - basic:                 |                      |          |                      |         
|                                                           |                      |          |                      |         
|As reported                                                |                      | $.01     |                      |         
|Pro
      forma                                            |                      | $.01     |                      |         
|                                                           |                      |          |                      |         
|Net income (loss) per
      share - diluted:               |                      |          |                      |         
|                                                           |                      |          |                      |         
|As reported                                                |                      | $.01     |                      |         
|Pro
      forma                                            |                      | $.01     |                      |         

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Net
        Capital:Siebert
        is subject to the Securities and Exchange Commissions Uniform Net
        Capital Rule (Rule 15c3-1), which requires the maintenance of minimum
        net capital. Siebert has elected to use the alternative method, permitted
        by the rule, which requires that Siebert maintain minimum net capital,
        as defined, equal to the greater of $250,000 or two percent of aggregate
        debit balances arising from customer transactions, as defined. (The net
        capital rule of the New York Stock Exchange also provides that equity
        capital may not be withdrawn or cash dividends paid if resulting net capital
        would be less than five percent of aggregate debits.) As of June 30, 2004,
        Siebert had net capital of approximately $16,267,000 as compared with
        net capital requirements of $250,000.
|4. | Capital
        Transactions:On May
        15, 2000, the board of directors of the Company authorized a stock buy
        back program of up to one million common shares. Shares will be purchased
        from time to time in the open market and in private transactions. Through
        June 30, 2004, 886,802 shares have been purchased at an average price
        of $4.56 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | Option
        Grants:During the six months
        ended June 30, 2004, the Companys Board of Directors granted options
        to a director and employees of the Company to purchase an aggregate of
        90,000 shares of the Companys common stock at exercise prices ranging
        from $3.75 to $4.87, the fair market value on the date of grants. The
        employee option granted during the period, vest 20% per year for five
        years and expire ten years from the date of grant. The directors
        option granted during the period, vest six months and expire five years
        from the date of grant.                                                                                                                                                                                                                                                           
|6. | Intuit
        Lawsuit Update:As previously
        disclosed, Siebert filed a lawsuit against Intuit, Inc. (Intuit),
        in New York State Supreme Court on September 17, 2003 (the Intuit
        Lawsuit), seeking not less than $11.1 million in compensatory damages
        and $33.3 million in punitive damages for claims relating to the Joint
        Brokerage Service (the JBS) conducted during                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---



|   | the years ended December 31 2003 and 2002 under the Strategic Alliance
        Agreement between Siebert and Intuit. A motion by Intuit to stay the lawsuit
        and require that the dispute be submitted to arbitration was denied in
        a decision dated January 7, 2004. Intuits motion to reargue the
        Courts decision was denied by the Court in a decision dated June
        7, 2004. Intuit is appealing both decisions to the Appellate Division
        of the Supreme Court. In addition, on July 15, 2004, the Appellate Division
        of the Supreme Court granted Intuits motion for a stay of litigation
        pending its determination of Intuits appeal. The appeal will be
        fully briefed by the parties by September 17, 2004 and is expected to
        be argued before the Appellate Division in October 2004.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Account
        Purchases:In February
        2004, Siebert agreed to acquire certain retail discount brokerage accounts
        from Wall Street Discount Corp. These accounts were transferred to Siebert
        in April 2004. As of June 30, 2004, the purchase price of the customer
        accounts has been recorded in Intangibles and is being amortized
        over a five-year period.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8. | Siebert
        Brandford Shank & Co., LLC:Summarized financial data
        of Siebert Brandford Shank & Co., LLC, (SBS) as of and
        for the six months ended June 30, 2004 and 2003 is set forth below. Siebert
        holds a 49% ownership interest in SBS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                                                | 2004 |           | 2003 |  
| | -------------------------------------------------------------- | ---- | --------- | ---- | -
| |                                                                |      |           |      |  
| |                                                                |      |           |      |  
| | Total
      assets                                             | $    | 9,101,000 |      | $
| | Total
      liabilities, including subordinated liabilities of |      |           |      |  
| | 1,200,000                                                      | $    | 3,746,000 |      | $
| | Total
      members capital                                   | $    | 5,355,000 |      | $
| | Total
      revenues                                           | $    | 6,937,000 |      | $
| | Net
      income                                               | $    | 1,392,000 |      | $

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert
        charged SBS $120,000 for the six months ended June 30, 2004 for rent and
        general and administrative services, which Siebert believes approximates
        the cost of furnishing such services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Sieberts
        share of undistributed earnings from SBS amounted to $2,232,000 and $2,344,000
        at June 30, 2004 and 2003, respectively. Such amounts 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 between
        Siebert and the principals and SBSs continued compliance with its
        regulatory and net capital requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | Commitments
        and Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | As
        previously disclosed, Siebert terminated the fully disclosed clearing
        agreement (the Clearing Agreement) with Pershing LLC (formerly
        the Pershing division of Donaldson, Lufkin & Jenrette Securities Corporation)
        (Pershing). Based on consultation with counsel, Siebert believes
        that the $1,500,000 that it advanced to Pershing in January 2003 should
        be returned and that Pershing may be liable for damages. Pershing has
        expressed its belief that it is entitled to retain the advance and receive
        a minimum of $3 million for its unreimbursed costs, a termination fee
        of $500,000 and $5 million for lost revenues. Siebert believes the Pershing
        claims are without merit. No proceeding has been instituted by either
        party. Accounts purchased by Siebert from other firms and the JBS accounts
        that transferred to Siebert in December 2003, which were cleared through
        Pershing, are now cleared through National Financial Services, Inc.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The
        Company is involved in various routine lawsuits of a nature deemed by
        the Company customary and incidental to its business. In the opinion of
        management, the ultimate disposition of such actions will not have a material
        adverse effect on its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---



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

This
  discussion should be read in conjunction with the Companys audited consolidated
  financial statements as of and for the year ended December 31, 2003, and the
  unaudited consolidated financial statements and the notes thereto contained
  elsewhere in this Quarterly Report.

Business Environment

The
  market was weak in the second quarter of 2004 due to the war on terrorism, rising
  interest rates and the resulting decreased interest in buying stocks. Competition
  in the brokerage industry remains intense although many of Sieberts competitors
  have been consolidated or have gone out of business.

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

Recent Developments

In
  February 2004, Siebert agreed to acquire certain retail discount brokerage accounts
  from Wall Street Discount Corp. These accounts were transferred to Siebert in
  April 2004. As of June 30, 2004, the purchase price of the customer accounts
  has been recorded in Intangibles and is being amortized over a five-year
  period.

On
  May 15, 2000, the board of directors of the Company authorized the repurchase
  of up to 1,000,000 shares of the Companys common stock. Shares will be
  purchased from time to time, in the discretion of the Company, in the open market
  and in private transactions. Through June 30, 2004, 886,802 shares have been
  purchased at an average price of $4.56 per share. The Company intends to continue
  acquiring shares pursuant to its stock repurchase program based upon the price
  of the stock and in accordance with applicable rules and regulations.

Critical Accounting Policies

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

Results of Operations

The
  Company believes that its core business is performing relatively well, given
  the current difficult business environment for discount and online brokers.
  The Company had net income of $230,000 and $645,000 for the three months and
  six months ended June 30, 2004, respectively.

---



Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

Total revenues for the three months ended June 30, 2004 were $6.2 million, a decrease of $460,000 or 7.0% from the same period in 2003.

Commission and fee income for the three months ended June 30, 2004 was $5.2 million, a decrease of $60,000 or 1.1% from the same period in 2003 due to lower trading volume as result of weakening market conditions during the second quarter of 2004.

Investment banking revenues for the three months ended June 30, 2004 were $107,000, a decrease of $135,000 or 55.8% due to the Company participating in less new issues.

Income from the Companys equity investment in Siebert Brandford Shank & Co., LLC, an entity in which the Company holds a 49% equity interest (SBS), for the three months ended June 30, 2004 was $556,000 compared to income of $753,000, a decrease of $197,000 or 26.2% from the same period in 2003. This decrease was due to decreased activity in the municipal bond market. SBS serves as an underwriter for municipal bond offerings.

Trading profits were $182,000 for the three months ended June 30, 2004, a decrease of $25,000 or 12.1% over the same period in 2003 due to an overall decrease in trading margins.

Interest
  and dividends for the three months ended June 30, 2004 were $105,000, a decrease
  of $43,000 or 29.1% from the same period in 2003 primarily due to lower interest
  rates and the maturing of municipal bonds that provided higher yields.

Total expenses for the three months ended June 30, 2004 were $5.7 million, a decrease of $487,000 or 7.9% from the same period in 2003.

Employee compensation and benefit costs for the three months ended June 30, 2004 were $2.5 million, an increase of $293,000 or 13.3% from the same period in 2003. This increase was primarily due to the expansion of the Companys Capital Markets Group and New York Stock Exchange Floor Operation and increase in bonus accruals.

Clearing and floor brokerage costs for the three months ended June 30, 2004 were $795,000, a decrease of $259,000 or 24.6% from the same period in 2003 primarily due to decreased volume of trade executions and a one time commission rebate of $200,000 from the Companys clearing firm.

Advertising and promotion expenses for the three months ended June 30, 2004 were $245,000, a decrease of $59,000 or 19.4% from the same period in 2003 primarily due to managements decision to spend less for advertising and promotion as a result of the continued weakness in the marketplace.

Communications expense for the three months ended June 30, 2004, was $565,000, a decrease of $180,000 or 24.2% from the same period in 2003 due primarily to due to managements effort to control and maintain these costs.

Occupancy
  costs for the three months ended June 30, 2004 were $262,000, a decrease of
  $34,000 or 11.5% from the same period in 2003. This decrease was primarily due
  to the closing of the Your Discount Broker, Inc.s (YDB) office
  in Aventura, Florida in 2003 and the combining of the Companys Boca Raton
  office with YDBs Boca Raton office in the second quarter of 2004.

Other
  general and administrative expenses for the three months ended June 30, 2004
  were $1.3 million, a decrease of $243,000 or 15.4% from the same period in 2003.
  This decrease was primarily due to the elimination of product development costs
  relating to the Strategic Alliance between Siebert and Intuit, Inc.

For the three months ended June 30, 2004, there was a tax provision of $224,000 due to the Companys income before income tax of $454,000. For the three months ended June 30, 2003, there was a tax provision of $181,000 due to the Companys income before tax $427,000.

---



Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

Total revenues for the six months ended June 30, 2004 were $13.2 million, an increase of $966,000 or 7.9% from the same period in 2003.

Commission and fee income for the six months ended June 30, 2004 was $11.5 million, an increase of $2.1 million or 21.9% from the same period in 2003 due to the increased trading volume for the first six months of 2004.

Investment banking revenues for the six months ended June 30, 2004 were $443,000, a decrease of $275,000 or 38.3% from the same period in 2003 due to the Company participating in less new issues.

Income from the Companys equity investment in Siebert Brandford Shank & Co., LLC, an entity in which the Company holds a 49% equity interest (SBS), for the six months ended June 30, 2004 was $682,000 compared to income of $1,464,000, a decrease of $782,000 or 53.4% from the same period in 2003. This decrease was due to decreased activity in the municipal bond market. SBS serves as an underwriter for municipal bond offerings.

Trading profits were $432,000 for the six months ended June 30, 2004, an increase of $28,000 or 6.9% over the same period in 2003 due to an overall increase in trading margins for this period.

Interest
  and dividends for the six months ended June 30, 2004 were $180,000, a decrease
  of $63,000 or 25.9% from the same period in 2003 primarily due to lower interest
  rates and the maturing of municipal bonds that provided higher yields.

Total expenses for the six months ended June 30, 2004 were $12.0 million, a decrease of $288,000 or 2.3% from the same period in 2003.

Employee compensation and benefit costs for the six months ended June 30, 2004 were $5.3 million, an increase of $863,000 or 19.5% from the same period in 2003. This increase was primarily due to a higher trading volumes and an increase in commission payouts, an increase in bonus accruals and the expansion of the Companys Capital Markets Group and New York Stock Exchange Floor Operations.

Clearing and floor brokerage costs for the six months ended June 30, 2004 were $1.4 million, a decrease of $467,000 or 24.5% from the same period in 2003 primarily due to increased volume of trade executions, offset by a one time commission rebate of $800,000 from the Companys clearing firm.

Advertising and promotion expenses for the six months ended June 30, 2004 were $698,000, an increase of $34,000 or 5.1% from the same period in 2003 primarily due to managements decision to spend more for advertising and promotion.

Communications expense for the six months ended June 30, 2004, was $1.3 million, a decrease of $204,000 or 13.7% from the same period in 2003 due to primarily managements effort to control and maintain these costs.

Occupancy
  costs for the six months ended June 30, 2004 were $535,000, a decrease of $25,000
  or 4.5% from the same period in 2003. This decrease was primarily due to the
  closing of the Your Discount Broker, Inc.s (YDB) office in
  Aventura, Florida in 2003 and the combining of the Companys Boca Raton
  office with YDBs Boca Raton office in the second quarter of 2004.

Other
  general and administrative expenses for the six months ended June 30, 2004 were
  $2.8 million, a decrease of $483,000 or 14.9% from the same period in 2003.
  This decrease was primarily due to the elimination of product development costs
  relating to the Strategic Alliance between Siebert and Intuit, Inc.

For the six months ended June 30, 2004, there was a tax provision of $523,000 due to the Companys income before income tax of $1,168,000. For the six months ended June 30, 2003, the benefit for income taxes was $37,000 due to loss before taxes of $86,000.

---



Liquidity and Capital Resources

The Companys assets are highly liquid, consisting generally of cash and money market funds.  The Companys total assets at June 30, 2004 were $40.4 million. As of that date, $29.2 million, or 72%, of total assets were regarded by the Company as highly liquid.

Siebert is subject to the net capital requirements of the SEC, the NYSE and other regulatory authorities. At June 30, 2004, Sieberts regulatory net capital was $16.3 million, $16.0 million in excess of its minimum capital requirement of $250,000.

The Company also intends to acquire additional shares of its common stock pursuant to its share buy back program.

Siebert has entered into a Secured Demand Note Collateral Agreement with SBS under which it is obligated to lend to SBS up to $1.2 million pursuant to a secured promissory note on a subordinated basis. Amounts pledged by Siebert under the facility are reflected on the Companys balance sheet as cash equivalents  restricted. SBS pays Siebert interest on this amount at the rate of 10% per annum. The facility expires on August 31, 2005, 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

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

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 the Companys financial statements.  Retail customer transactions are cleared through clearing brokers on a fully disclosed basis. If customers do not fulfill their contractual obligations, the clearing broker may charge Siebert for any loss incurred in connection with the purchase or sale of securities at prevailing market prices to satisfy the customers obligations. Siebert regularly monitors the activity in its customer accounts for compliance with its margin requirements. Siebert is exposed to the risk of loss on unsettled customer transactions if customers and other counter parties are unable to fulfill their
contractual obligations.

Item 4. Controls and Procedures

The
  Company carried out an evaluation, under the supervision and with the participation
  of management, including the Companys President and Chief Financial Officer,
  of the effectiveness of the design and operation of the Companys disclosure
  controls and procedures as of the end of the period covered by this report pursuant
  to Exchange Act Rule 13a-15 under the Securities Exchange Act of 1934. Based
  upon that evaluation, the President and Chief Financial Officer concluded that
  the Companys disclosure controls and procedures are effective in timely
  alerting them to material information relating to the Company (including its
  consolidated subsidiaries) required to be included in the Companys periodic
  Securities and Exchange Commission filings.

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

---



Part
  II - OTHER INFORMATION

Item 1.Legal Proceedings

See Part 1-Item 1 Notes to Consolidated Financial Statements-Intuit Lawsuit Update with respect to the Companys lawsuit against Intuit Inc. which was filed in New York State Supreme Court, County of New York on September 17, 2003, alleging, among other things, Intuits breach of contractual obligations, breach of fiduciary duties and misrepresentation and/or fraud, all relating to the Joint Brokerage services conducted under the Strategic Alliance Agreement between Siebert and Intuit.

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

Item 2.Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

|Period                                                                        | Total
      NumberOf
      SharesPurchased | Average
      PricePaid
      Per Share   | Total
      Number of
      Shares Purchased
      as Part of Publicly
      Announced
      Plans(1) | MaximumNumber
      of Shares
      That May Yet Be
      Purchased Under
      The Plan
|----------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------------- | ----------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|April
      2004
            May 2004
            June 2004
            Total | 10,235
      21,1907,184
      38,609      | $4.78
      $5.02
      $4.14
      $4.79 | 858,428
      879,618
      886,802
      886,802                                                     | 141,572
      120,382
      113,198
      113,198                                       

(1)
  On May 15, 2000, the Board of Directors of the Company authorized a buy back
  of up to one million shares of the Companys common stock. Under this program,
  shares are purchased from time to time, at the Companys discretion, in
  the open market and in private transactions.

|Item
      3.Defaults
      Upon Senior Securities
|--------------------------------------------------
|                                                  
|None                                              
|                                                  
|                                                  

---



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

The
  Company held its annual meeting on June 30, 2004. At that meeting, the following
  matter was voted on and received the votes indicated:

|(1)
      Election of Directors | For        |  | %  |  | Withheld | 
|------------------------------- | ---------- |  | -- |  | -------- | 
|                                |            |  |    |  |          | 
|Muriel
      F. Siebert         | 21,658,846 |  | 99 |  | 132,085  | 
|                                |            |  |    |  |          | 
|Nicholas
      P. Dermigny      | 21,647,951 |  | 99 |  | 142,980  | 
|                                |            |  |    |  |          | 
|Patricia
      L. Francy        | 21,785,014 |  | 99 |  | 5,917    | 
|                                |            |  |    |  |          | 
|Jane
      H. Macon             | 21,775,014 |  | 99 |  | 15,917   | 
|                                |            |  |    |  |          | 
|Leonard
      M. Leiman         | 21,647,951 |  | 99 |  | 142,980  | 
|                                |            |  |    |  |          | 
|Nancy
      S. Peterson         | 21,785,864 |  | 99 |  | 5,067    | 
|                                |            |  |    |  |          | 
|Robert
      P. Mazzarella      | 21,657,951 |  | 99 |  | 132,900  | 

|                                                          |    
|--------------------------------------------------------- | ---
|Item
      5.Other
      Information                     
|                                                          |    
|None                                                      |    
|                                                          |    
|Item
      6.Exhibits
      and Reports
      on Form 8-K
|                                                          |    
|                                                          | (a)
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          |    
|                                                          | (b)
|                                                          |    
|                                                          |    

---



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, 2004                              
| |                                                           
| | 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, 2004                              







---