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|U.S. SECURITIES AND EXCHANGE COMMISSION
                                     WASHINGTON, DC 20549

                                          FORM 10-Q

|(Mark One) |                                                                                          
|---------- | -----------------------------------------------------------------------------------------
|           |                                                                                          
|[X]        | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934        
|           |                                                                                          
|           | For the quarterly period ended                                                           
|           |                                                                                          
|[   ]      | Transition report under Section 13 or 15(d) of the Exchange Act                          
|           |                                                                                          
|           | For the transition period from ___________________________ to ___________________________
|           |                                                                                          
|           | Commission file number0-5703                                                             

|                                                                                   |  |                                     
|---------------------------------------------------------------------------------- |  | ------------------------------------
|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.Yes X  No

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

State
the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practicable date: As of May 4, 2004, there were 22,138,010 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

|                                                                              | March 31, 2004 (unaudited) |  | December 31,2003
|----------------------------------------------------------------------------- | -------------------------- |  | ----------------
|ASSETS                                                                        |                            |  |                 
|Cash and cash equivalents                                                     | $26,552,000                |  | $24,732,000     
|Cash equivalents - restricted                                                 | 1,300,000                  |  | 1,300,000       
|Receivable from clearing broker                                               | 1,693,000                  |  | 1,487,000       
|Advance to clearing broker                                                    | 1,500,000                  |  | 1,500,000       
|Securities owned, at market value                                             | 1,228,000                  |  | 1,226,000       
|Furniture, equipment and leasehold improvements, net                          | 1,817,000                  |  | 1,863,000       
|Investment in and advances to equity investee                                 | 2,952,000                  |  | 3,212,000       
|Intangibles, net                                                              | 2,210,000                  |  | 2,346,000       
|Prepaid expenses and other assets                                             | 1,329,000                  |  | 1,807,000       
|Deferred tax asset                                                            | 420,000                    |  | 553,000         
|                                                                              |                            |  |                 
|                                                                              | $41,001,000                |  | $40,026,000     
|                                                                              |                            |  |                 
|LIABILITIES AND STOCKHOLDERS' EQUITY                                          |                            |  |                 
|Liabilities:                                                                  |                            |  |                 
|Securities sold, not yet purchased, at market value                           | 9,000                      |  | 6,000           
|Accounts payable and accrued liabilities                                      | 5,773,000                  |  | 4,885,000       
|                                                                              |                            |  |                 
|                                                                              | 5,782,000                  |  | 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 22,135,724 and 22,222,014 shares                 |                            |  |                 
|outstanding at March 31, 2004 and December 31, 2003, respectively             | 229,000                    |  | 229,000         
|Additional paid-in capital                                                    | 17,931,000                 |  | 17,931,000      
|Retained earnings                                                             | 20,915,000                 |  | 20,500,000      
|Less: 848,193 and 761,903 shares of treasury stock, at cost at March 31, 2004
|and December 31, 2003, respectively                                           | (3,856,000)                |  | (3,525,000)     
|                                                                              |                            |  |                 
|                                                                              | 35,219,000                 |  | 35,135,000      
|                                                                              |                            |  |                 
|                                                                              | $41,001,000                |  | $40,026,000     
|                                                                              |                            |  |                 

See
notes to consolidated financial statements.

---

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

|                                              | Three Months Ended
                                                         March 31,
|--------------------------------------------- | -------------------------------------------------------------------------------------
|
|
|
|Revenues:                                     |                                                                                      
|Commissions and fees                          | $6,244,000                                                                           
|Investment banking                            | 336,000                                                                              
|Trading profits                               | 250,000                                                                              
|Income from equity investee                   | 126,000                                                                              
|Interest and dividends                        | 75,000                                                                               
|                                              |                                                                                      
|                                              | 7,031,000                                                                            
|                                              |                                                                                      
|Expenses:                                    
|Employee compensation and benefits            | 2,798,000                                                                            
|Clearing fees, including floor brokerage      | 644,000                                                                              
|Advertising and promotion                     | 453,000                                                                              
|Communications                                | 723,000                                                                              
|Occupancy                                     | 273,000                                                                              
|Other general and administrative              | 1,426,000                                                                            
|                                              |                                                                                      
|                                              | 6,317,000                                                                            
|                                              |                                                                                      
|Income (loss) before income taxes             | 714,000                                                                              
|Provision (benefit) for income taxes          | 299,000                                                                              
|                                              |                                                                                      
|Net income (loss)                             | $415,000                                                                             
|                                              |                                                                                      
|Net income (loss) per share of common stock - |                                                                                      
|Basic and Diluted                             | $.02                                                                                 
|Weighted average shares outstanding -         |                                                                                      
|Basic                                         | 22,159,724                                                                           
|Weighted average shares outstanding -         |                                                                                      
|Diluted                                       | 22,342,608                                                                           

See
notes to consolidated financial statements.

---

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

|                                                                | Three Months Ended
                                                         March 31,
|--------------------------------------------------------------- | -------------------------------------------------------------------------------------
|
|
|
|Cash flows from operating activities:                           |                                                                                      
|Net income (loss)                                               | $415,000                                                                             
|Adjustments to reconcile net income (loss) to net cash provided |                                                                                      
|by (used in) operating activities:                              |                                                                                      
|Depreciation and amortization                                   | 448,000                                                                              
|Income from equity investee                                     | (126,000)                                                                            
|Deferred taxes                                                  | 133,000                                                                              
|Changes in:                                                     |                                                                                      
|Securities owned, at market value                               | (2,000)                                                                              
|Receivable from clearing broker                                 | (206,000)                                                                            
|Prepaid expenses and other assets                               | 478,000                                                                              
|Securities sold, not yet purchased, at market value             | 3,000                                                                                
|Accounts payable and accrued liabilities                        | 888,000                                                                              
|                                                                |                                                                                      
|Net cash provided by (used in) operating activities             | 2,031,000                                                                            
|                                                                |                                                                                      
|                                                                |                                                                                      
|Cash flows from investing activities:                           |                                                                                      
|Purchase of furniture, equipment and leasehold improvements     | (166,000)                                                                            
|Advance to clearing broker                                      |                                                                                      
|Purchase of intangibles                                         | (100,000)                                                                            
|Payment of advances by equity investee                          | (6,000)                                                                              
|Distribution from equity investee                               | 392,000                                                                              
|                                                                |                                                                                      
|Net cash provided by (used in) investing activities             | 120,000                                                                              
|                                                                |                                                                                      
|                                                                |                                                                                      
|Cash flows from financing activities:                           |                                                                                      
|Repurchase of treasury shares                                   | (331,000)                                                                            
|                                                                |                                                                                      
|Net cash used in financing activities                           | (331,000)                                                                            
|                                                                |                                                                                      
|Net increase (decrease) in cash and cash equivalents            | 1,820,000                                                                            
|                                                                |                                                                                      
|Cash and cash equivalents - beginning of period                 | 24,732,000                                                                           
|                                                                |                                                                                      
|Cash and cash equivalents - end of period                       | $26,552,000                                                                          
|                                                                |                                                                                      
|Supplemental cash flow disclosures:                             |                                                                                      
|Cash paid for:                                                  |                                                                                      
|Income taxes                                                    | $17,000                                                                              

See
notes to consolidated financial statements.

---

Siebert
  Financial Corp. & Subsidiaries

Notes to Consolidated
  Financial Statements
  Three Months Ended March 31, 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
accounting principles generally accepted in the United State of America. 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
  Compensation

| | Statement
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 SFAS 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 income (loss) per share for the three months ended March 31, 2004
and 2003 would have decreased (increased) to the pro forma amounts as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                      | Three Months Ended March
31,
| | ---------------------------------------------------- | ----------------------------
|
| | Net income (loss), as reported                       | $415,000                    
| | Stock-based employee compensation determined        
| | under APB 25                                         | --                          
| | Stock-based employee compensation determined        
| | under the fair value based method, net of tax effect | (79,000)                    
| |                                                      |                             
| |                                                      |                             
| | Pro forma net income (loss)                          | $336,000                    
| |                                                      |                             
| | Net income (loss) per share - basic:                
| |                                                      |                             
| | As reported                                          | $.02                        
| | Pro forma                                            | $.02                        
| |                                                      |                             
| | Net income (loss) per share - diluted:              
| |                                                      |                             
| | As reported                                          | $.02                        
| | Pro forma                                            | $.02                        

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 March 31, 2004, Siebert had net capital of approximately
$15,982,000 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 March 31, 2004, 848,193 shares have been
purchased at an average price of $4.55 per share.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. 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 January 2004. No decision has yet been
rendered on a motion by Intuit for reargument.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6. 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
March 31, 2004, the purchase price of the customer accounts has been recorded in
Intangibles and is being amortized over a five-year period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7. Siebert
  Brandford Shank & Co., LLC:

| | Summarized
financial data (presented in thousands) of Siebert Brandford Shank & Co., LLC,
(SBS) as of and for the three months ended March 31, 2004 and 2003 is set
forth below. Siebert holds a 49% ownership interest in SBS.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                           | 2004 | 2003       
| | ----------------------------------------- | ---- | -----------
| | Total assets                              |      | $12,592,000
| | Total liabilities, including subordinated |      |            
| | liabilities of $1,200,000                 |      | $6,673,000 
| | Total members' capital                    |      | $5,920,000 
| | Total revenues                            |      | $2,545,000 
| | Net income                                |      | $257,000   

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

| | Sieberts
share of undistributed earnings from SBS amounted to $2,509,000 and $2,642,000 at
March 31, 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 net capital requirements.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8. 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 its $1,500,000 advance to Pershing
should be returned and that Pershing is 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 are now cleared through National Financial Services, Inc.
(NFS).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 has improved in the first quarter of 2004 due to the sustained growth in the
economy, record low interest rate environment maintained by the Federal Reserve Bank and
momentum in key economic indicators. 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
March 31, 2004, the purchase price for 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 March 31, 2004, 848,193 shares have been purchased at an average price of $4.55
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 generally follows accounting policies standard in the brokerage industry and
believes that its policies appropriately reflect its financial position and results of
operations. Management has identified the use of Estimates as its critical
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 business is performing relatively well, given the current
business environment for discount and online brokers. The Company had net income of
$415,000 for the three months ended March 31, 2004.

Three Months
  Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Total
revenues for the three months ended March 31, 2004 were $7.0 million, an increase of $1.4
million or 25% from the same period in 2003.

Commission
and fee income for the three months ended March 31, 2004 was $6.2 million, an increase of
$2.1 million or 51.3% from the same period in 2003 due to increased trading volume as
result of the improvement in the market during the first quarter of 2004.

Investment
banking revenues for the three months ended March 31, 2004 were $336,000, a decrease of
$140,000 or 29.4% 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 three
months ended March 31, 2004 was $126,000 compared to income of $711,000, a decrease of
$585,000 or 82.3% 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 $250,000 for the three months ended March 31, 2004, an increase of $53,000 or
27% over the same period in 2003 due to an overall increase in trading volume.

Interest
and dividends for the three months ended March 31, 2004 were $75,000, a decrease of
$21,000 or 21.9% from the same period in 2003 primarily due to lower interest rates.

Total
expenses for the three months ended March 31, 2004 were $6.3 million, an increase of
$200,000 or 3.3% from the same period in 2003.

Employee
compensation and benefit costs for the three months ended March 31, 2004 were $2.8
million, an increase of $570,000 or 25.6% from the same period in 2003. This increase was
primarily due to higher trading volumes and an increase in commission payouts and an
increase in bonus accruals.

Clearing
and floor brokerage costs for the three months ended March 31, 2004 were $644,000, a
decrease of $208,000 or 24.4% from the same period in 2003 primarily due to a one time
commission rebate of $600,000 from the Companys clearing firm.

Advertising
and promotion expenses for the three months ended March 31, 2004 were $453,000, an
increase of $94,000 or 26.2% from the same period in 2003 primarily due to
managements decision to spend more for advertising and promotion as a result of the
strengthening marketplace.

Communications
expense for the three months ended March 31, 2004, was $723,000, a decrease of $24,000 or
3.2% from the same period in 2003 due to primarily managements effort to control and
maintain these costs.

Occupancy
costs for the three months ended March 31, 2004 were $273,000, an increase of $9,000 or
3.4% from the same period in 2003. This increase was primarily due to an increase in lease
payment for the Companys New York office.

Other
general and administrative expenses were $1.4 million, a decrease of $241,000 or 14.5%
from the same period in 2003. This decrease was primarily due to the elimination of
product development costs of products relating to the JBS.

For
the three months ended March 31, 2004, there was a tax provision of $299,000 due to the
Companys income before income tax of $714,000. For the three months ended March 31,
2003, the benefit for income taxes was $215,000 due to loss before taxes of $511,000.

Liquidity
  and Capital Resources

The
Companys assets are highly liquid, consisting generally of cash, money market funds
and marketable securities. The Companys total assets at March 31, 2004 were $41
million. As of that date, $29.5 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 March 31, 2004, Sieberts regulatory net capital was $16 million,
$15.7 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 counterparties 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 Rule 13a-15 of
Securities Exchange of 1934, as amended. Based on that evaluation, the Companys
management, including 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 that is required to be included in the
Companys periodic filings with the Securities and Exchange Commission.

There were no changes in the
Companys internal controls 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 controls 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
  and Use of Proceeds and Issuer Purchases of Equity Securities

|             
|-------------
|
|             
|January 2004 
|             
|February 2004
|             
|March 2004   
|             
|Total        
|             

(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

None

Item 5.Other
  Information

None

Item 6. Exhibits
  and Reports on Form 8-K



| | (a) | 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.
| |  | ----------------------------------------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K.
| | --- | --------------------

None

---



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:                          
| |                              
| |                              
| | Dated:
        May 17, 2004  
| |                              
| | By:                          
| |                              
| |                              
| | Dated:
        May 17, 2004