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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 ended  June 30, 2005                                      
|                                                     |                                                                                    
|o                                                    | 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.

Yesx   No o

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

Yes o   No 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 August 1, 2005, there were
22,087,087 shares of Common Stock, par value $.01 per share, outstanding.

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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.

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Part
I - FINANCIAL INFORMATION

Item 1.
Financial Statements.

Siebert Financial Corp. &
Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | ------------------- | - | ---------- | -
|                                                                                                                                                                                                                  |  | June 30, 2005
  (Unaudited) |            | December 31,
  2004 |  
|                                                                                                                                                                                                                  |  |                             |            |                     |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|ASSETS                                                                                                                                                                                                            |  |                             |            |                     |   |            |  
|Cash and cash equivalents                                                                                                                                                                                         |  | $                           | 30,894,000 |                     | $ | 28,748,000 |  
|Cash equivalents  restricted                                                                                                                                                                                     |  |                             | 1,300,000  |                     |   | 1,300,000  |  
|Receivable from clearing
  brokers                                                                                                                                                                                |  |                             | 1,905,000  |                     |   | 2,371,000  |  
|Furniture, equipment and
  leasehold improvements, net                                                                                                                                                            |  |                             | 1,057,000  |                     |   | 1,305,000  |  
|Investment in and advances to
  equity investees                                                                                                                                                                  |  |                             | 3,681,000  |                     |   | 3,779,000  |  
|Prepaid expenses and other
  assets                                                                                                                                                                               |  |                             | 997,000    |                     |   | 1,539,000  |  
|Intangibles, net                                                                                                                                                                                                  |  |                             | 1,687,000  |                     |   | 2,017,000  |  
|Deferred taxes                                                                                                                                                                                                    |  |                             | 601,000    |                     |   | 501,000    |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  | $                           | 42,122,000 |                     | $ | 41,560,000 |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                              |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|Accounts payable and accrued
  liabilities                                                                                                                                                                        |  | $                           | 6,242,000  |                     | $ | 6,460,000  |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|Commitments and contingent
  liabilities                                                                                                                                                                          |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|Stockholders equity:                                                                                                                                                                                             |  |                             |            |                     |   |            |  
|Common stock, $.01 par value; 49,000,000 shares authorized,
22,993,917
  shares issued and 22,084,801 outstanding at June 30, 2005 and 22,983,917
  shares issued and 22,082,301 outstanding at December 31, 2004 |  |                             | 229,000    |                     |   | 229,000    |  
|Additional paid-in capital                                                                                                                                                                                        |  |                             | 17,958,000 |                     |   | 17,931,000 |  
|Retained earnings                                                                                                                                                                                                 |  |                             | 21,808,000 |                     |   | 21,033,000 |  
|Less: 909,116 and 901,616 shares of treasury stock, at cost at
June 30,
  2005 and December 31, 2004, respectively                                                                                                |  |                             | (4,115,000 | )                   |   | (4,093,000 | )
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  |                             | 35,880,000 |                     |   | 35,100,000 |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  
|                                                                                                                                                                                                                  |  | $                           | 42,122,000 |                     | $ | 41,560,000 |  
|                                                                                                                                                                                                                  |  |                             |            |                     |   |            |  

See notes to consolidated financial statements.

---



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

|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|------------------------------------------ |  | ------------------------------- | ---------- | ----------------------------- | - | ---------- |  | ---- | ---------- |  | - | ---------- | 
|                                           |  | Three
  Months Ended
  June 30, |            | Six Months
  Ended
  June 30, |  
|                                           |  |                                 |            |                               |  
|                                           |  | 2005                            |            | 2004                          |   | 2005       |  | 2004 |           
|                                           |  |                                 |            |                               |   |            |  |      |           
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Revenues:                                  |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Commissions and
  fees                     |  | $                               | 6,232,000  |                               | $ | 5,201,000  |  | $    | 12,405,000 |  | $ | 11,445,000 | 
|Investment
  banking                       |  |                                 | 619,000    |                               |   | 107,000    |  |      | 982,000    |  |   | 443,000    | 
|Trading profits                            |  |                                 | 221,000    |                               |   | 182,000    |  |      | 438,000    |  |   | 432,000    | 
|Income from
  equity investees             |  |                                 | 718,000    |                               |   | 556,000    |  |      | 1,034,000  |  |   | 682,000    | 
|Interest and
  dividends                   |  |                                 | 206,000    |                               |   | 105,000    |  |      | 363,000    |  |   | 180,000    | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|                                           |  |                                 | 7,996,000  |                               |   | 6,151,000  |  |      | 15,222,000 |  |   | 13,182,000 | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Expenses:                                  |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Employee
  compensation and benefits       |  |                                 | 2,538,000  |                               |   | 2,494,000  |  |      | 5,210,000  |  |   | 5,292,000  | 
|Clearing fees,
  including floor brokerage |  |                                 | 1,346,000  |                               |   | 795,000    |  |      | 2,667,000  |  |   | 1,439,000  | 
|Advertising and
  promotion                |  |                                 | 202,000    |                               |   | 245,000    |  |      | 540,000    |  |   | 698,000    | 
|Communications                             |  |                                 | 577,000    |                               |   | 565,000    |  |      | 1,184,000  |  |   | 1,288,000  | 
|Occupancy                                  |  |                                 | 263,000    |                               |   | 262,000    |  |      | 522,000    |  |   | 535,000    | 
|Other general
  and administrative         |  |                                 | 2,051,000  |                               |   | 1,336,000  |  |      | 3,764,000  |  |   | 2,762,000  | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|                                           |  |                                 | 6,977,000  |                               |   | 5,697,000  |  |      | 13,887,000 |  |   | 12,014,000 | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Income before income taxes                 |  |                                 | 1,019,000  |                               |   | 454,000    |  |      | 1,335,000  |  |   | 1,168,000  | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Provision for income taxes                 |  |                                 | 425,000    |                               |   | 224,000    |  |      | 560,000    |  |   | 523,000    | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Net Income                                 |  | $                               | 594,000    |                               | $ | 230,000    |  | $    | 775,000    |  | $ | 645,000    | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|                                           |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Net income per share of common stock -     |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Basic and
  Diluted                        |  | $                               | .03        |                               | $ | .01        |  | $    | .04        |  | $ | .03        | 
|Weighted average shares outstanding -      |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Basic                                      |  |                                 | 22,077,863 |                               |   | 22,115,145 |  |      | 22,076,340 |  |   | 22,137,341 | 
|Weighted average shares outstanding -      |  |                                 |            |                               |   |            |  |      |            |  |   |            | 
|Diluted                                    |  |                                 | 22,176,754 |                               |   | 22,330,151 |  |      | 22,181,343 |  |   | 22,335,238 | 

See notes to consolidated financial statements.

---



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

|                                                                                    |  |                               |            |      |   |            |  
|----------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                    |  | Six Months
  Ended
  June 30, |           
|                                                                                    |  |                               |           
|                                                                                    |  | 2005                          |            | 2004 |  
|                                                                                    |  |                               |            |      |  
|Cash
  flows from operating activities:                                             |  |                               |            |      |   |            |  
|Net income                                                                          |  | $                             | 775,000    |      | $ | 645,000    |  
|Adjustments to
  reconcile net income to net cash provided by operating activities: |  |                               |            |      |   |            |  
|Depreciation and
  amortization                                                     |  |                               | 630,000    |      |   | 806,000    |  
|Income from
  equity investees                                                      |  |                               | (1,034,000 | )    |   | (682,000   | )
|Deferred taxes                                                                      |  |                               | (100,000   | )    |   | 24,000     |  
|Changes in:                                                                         |  |                               |            |      |   |            |  
|Securities
  owned, at market value                                                 |  |                               |            |      |   | 1,226,000  |  
|Receivable from
  clearing brokers                                                  |  |                               | 466,000    |      |   | 368,000    |  
|Prepaid expenses
  and other assets                                                 |  |                               | 542,000    |      |   | 651,000    |  
|Securities sold,
  not yet purchased, at market value                               |  |                               |            |      |   | 58,000     |  
|Accounts payable
  and accrued liabilities                                          |  |                               | (218,000   | )    |   | 202,000    |  
|                                                                                    |  |                               |            |      |   |            |  
|Net cash
  provided by operating activities                                         |  |                               | 1,061,000  |      |   | 3,298,000  |  
|                                                                                    |  |                               |            |      |   |            |  
|                                                                                    |  |                               |            |      |   |            |  
|Cash flows from investing
  activities:                                             |  |                               |            |      |   |            |  
|                                                                                    |  |                               |            |      |   |            |  
|Purchase of
  furniture, equipment and leasehold improvements                       |  |                               | (52,000    | )    |   | (228,000   | )
|Purchase of
  customer accounts                                                     |  |                               |            |      |   | (400,000   | )
|Payment of
  advances by equity investee                                            |  |                               | (411,000   | )    |   | (57,000    | )
|Distribution from equity investee                                                   |  |                               | 1,543,000  |      |   | 1,225,000  |  
|                                                                                    |  |                               |            |      |   |            |  
|Net cash
  provided by investing activities                                         |  |                               | 1,080,000  |      |   | 540,000    |  
|                                                                                    |  |                               |            |      |   |            |  
|                                                                                    |  |                               |            |      |   |            |  
|Cash
  flows from financing activities:                                             |  |                               |            |      |   |            |  
|Proceeds from exercise of options                                                   |  |                               | 27,000     |      |   |            |  
|Repurchase of
  common stock                                                        |  |                               | (22,000    | )    |   | (517,000   | )
|                                                                                    |  |                               |            |      |   |            |  
|Net cash
  provided by (used in) financing activities                               |  |                               | 5,000      |      |   | (517,000   | )
|                                                                                    |  |                               |            |      |   |            |  
|                                                                                    |  |                               |            |      |   |            |  
|Net increase in
  cash and cash equivalents                                         |  |                               | 2,146,000  |      |   | 3,321,000  |  
|                                                                                    |  |                               |            |      |   |            |  
|Cash and cash equivalents - beginning of period                                     |  |                               | 28,748,000 |      |   | 24,732,000 |  
|                                                                                    |  |                               |            |      |   |            |  
|                                                                                    |  |                               |            |      |   |            |  
|Cash and cash equivalents - end of period                                           |  | $                             | 30,894,000 |      | $ | 28,053,000 |  
|                                                                                    |  |                               |            |      |   |            |  
|                                                                                    |  |                               |            |      |   |            |  
|Supplemental
  cash flow disclosures:                                               |  |                               |            |      |   |            |  
|Cash paid for:                                                                      |  |                               |            |      |   |            |  
|Income taxes                                                                        |  | $                             | 149,000    |      | $ | 121,000    |  

See notes to consolidated financial statements.

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Siebert
Financial Corp. & Subsidiaries

Notes to
Consolidated Financial Statements
Six Months Ended June 30, 2005 and 2004
(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, 2004. 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 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 and net income
  per share for the three months and six months ended June 30, 2004 and 2003
  would have decreased the pro forma amounts as follows:

|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|----------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | --------------------------- | - | ------- | - | ---- | -------- | - | - | -------- | -
|                                                                                                      |  | Three Months
  Ended June 30, |         | Six Months
  Ended June 30, |  
|                                                                                                      |  | 2005                          |         | 2004                        |   | 2005    |   | 2004 |         
|                                                                                                      |  |                               |         |                             |   |         |   |      |         
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|Net income, as reported                                                                               |  | $                             | 594,000 |                             | $ | 230,000 |   | $    | 775,000  |   | $ | 645,000  |  
|Stock-based
  employee compensation determined under APB 25                                           |  |                               | -       |                             |   | -       |   |      | -        |   |   | -        |  
|Stock-based
  employee compensation determined under the fair value based method, net of
  tax effect |  |                               | (68,000 | )                           |   | (87,000 | ) |      | (136,000 | ) |   | (166,000 | )
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|Pro forma net
  income                                                                                |  | $                             | 526,000 |                             | $ | 143,000 |   | $    | 639,000  |   | $ | 479,000  |  
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|Net income per
  share - basic:                                                                       |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|As reported                                                                                           |  | $                             | .03     |                             | $ | .01     |   | $    | .04      |   | $ | .03      |  
|Pro forma                                                                                             |  | $                             | .02     |                             | $ | .01     |   | $    | .
  03   |   | $ | .02      |  
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|Net income per
  share - diluted:                                                                     |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|                                                                                                      |  |                               |         |                             |   |         |   |      |          |   |   |          |  
|As reported                                                                                           |  | $                             | .03     |                             | $ | .01     |   | $    | .04      |   | $ | .03      |  
|Pro forma                                                                                             |  | $                             | .02     |                             | $ | .01     |   | $    | .03      |   | $ | .02      |  

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|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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, 2005, Siebert had net capital of approximately $18,348,000 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
  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, 2005, 909,116 shares have been
  purchased at an average price of $4.53 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | Intuit Lawsuit Update:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 of the Supreme Court 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 appealed both decisions
  to the Appellate Division of the Supreme Court. By a unanimous decision and
  order dated October 28, 2004, the Appellate Division affirmed the lower
  Courts January 7, 2004 decision, denying Intuits motion to compel
  arbitration and stay litigation. By further order of the Appellate Division
  dated January 4, 2005, Intuits motion for reargument or for leave to appeal
  to the Court of Appeals was denied. On February 7, 2005, Intuit made a motion
  directly to the Court of Appeals for leave to appeal to that Court from the
  Appellate Divisions order of October 28, 2004. Intuits motion and Sieberts
  answering papers were submitted to the Court of Appeals for decision on February
  22, 2005. By a decision announced on March 29, 2005, the Court of Appeals
  denied Intuits motion for leave to appeal, thereby ending any controversy
  over Sieberts right to litigate in court rather than arbitrate. Intuit has
  moved in the Supreme Court, on February 4, 2005, to dismiss five of the six
  causes of action asserted by Siebert in the Intuit Lawsuit. Sieberts
  answering papers and Intuits reply were submitted to the Supreme Court on
  April 11, 2005, and the Court heard argument of the motion by counsel for
  Siebert and Intuit on April 29, 2005. The Court reserved decision and will
  issue a written opinion.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6. | 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, 2005 and 2004 is set forth below. Siebert holds a 49%
  ownership interest in SBS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---



|                                                                      |  |      |            |      |   |           | 
|--------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | --------- | 
|                                                                      |  | 2005 |            | 2004 |  
|                                                                      |  |      |            |      |  
|                                                                     
|Total assets                                                          |  | $    | 16,976,000 |      | $ | 9,101,000 | 
|Total
  liabilities, including subordinated liabilities of $1,200,000 |  | $    | 10,860,000 |      | $ | 3,746,000 | 
|Total members
  capital                                              |  | $    | 6,117,000  |      | $ | 5,355,000 | 
|Total revenues                                                        |  | $    | 10,086,000 |      | $ | 6,937,000 | 
|Net income                                                            |  | $    | 1,821,000  |      | $ | 1,392,000 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert charged SBS $120,000 for the six months
  ended 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 $2,605,000 and $2,232,000 at June 30, 2005 and 2004,
  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.                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | SBS Financial Products Company, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company entered into an Operating Agreement,
  effective as of April 19, 2005 (the Operating Agreement), with the two
  individual principals of SBS (the Principals) of SBS Financial Products
  Company, LLC, a Delaware limited liability company (SBSFPC). Pursuant to
  the terms of the Operating Agreement, the Company and each of the Principals
  made an initial capital contribution of $400,000 in exchange for a 33.33%
  initial interest in SBSFPC. SBSFPC engages in derivatives transactions
  related to the municipal underwriting business. The Operating Agreement
  provides that profit will be shared 66.67% by the Principals and 33.33% by the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Summarized financial data of SBSFPC as of and for the six months ended June 30, 2005 is set forth below. The Company holds a 33.33% ownership interest in SBSFPC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                        |  |      |           | 
| | ---------------------- |  | ---- | --------- | 
| |                        |  | 2005 |          
| |                        |  |      |           | 
| | Total assets           |  | $    | 2,378,000 | 
| | Total liabilities      |  | $    | 749,000   | 
| | Total members capital |  | $    | 1,627,000 | 
| | Total revenues         |  | $    | 831,000   | 
| | Net income             |  | $    | 427,000   | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Commitments and Contingent
  Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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 and that the ultimate result of this matter will not have a material
  adverse effect on result of operations or financial positions. Siebert has
  decided not to commence proceedings against Pershing at the present time. As
  a result, Siebert has charged the $1,500,000 advance to Pershing against income
  in the fourth quarter of 2004 since communications indicated that Pershing
  and the Company could not resolve this matter.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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,
2004, and the unaudited consolidated financial statements and the notes thereto
contained elsewhere in this Quarterly Report.

Business
Environment

The
uncertainty over the state of the economy weighed on the markets in the second
quarter of 2005 due to the high price of oil, rising interest rates and a wide
U.S. trade deficit continues to affect 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

The Company entered into an Operating Agreement, effective as of April 19, 2005
(the Operating Agreement), with Suzanne Shank and Napoleon Brandford III, the
two individual principals of SBS (the Principals) of SBS Financial Products
Company, LLC, a Delaware limited liability company (SBSFPC). Pursuant to the
terms of the Operating Agreement, the Company and each of the Principals made
an initial capital contribution of $400,000 in exchange for a 33.33% initial
interest in SBSFPC. SBSFPC engages in derivatives transactions related to the
municipal underwriting business. The Operating Agreement provides that profit
will be shared 66.66% by the Principals and 33.33% by the Company.

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, 2005, 909,116 shares have
been purchased at an average price of $4.53 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 $594,000 and $775,000 for the three months and six
months ended June 30, 2005, respectively.

Three Months Ended June 30, 2005 Compared to Three Months
Ended June 30, 2004

Total
revenues for the three months ended June 30, 2005 were $8.0 million, an
increase of $1.9 million or 30.0% from the same period in 2004.

Commission
and fee income for the three months ended June 30, 2005 was $6.2 million, an
increase of $1.0 million or 19.8% from the same period in 2004 due to an
increase in commissions generated by the commission recapture, institutional
trading and institutional direct access operations entered into the third
quarter of 2004.

---



Investment
banking revenues for the three months ended June 30, 2004 were $619,000, an
increase of $512,000 or 478.51% due to the Company participating in more new
issues as a result of the Capital Markets team that joined the Company in the
third quarter of 2004.

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, 2005, was $577,000 compared to income of $556,000,
an increase of $21,000 or 3.8% from the same period in 2004. SBS serves as an
underwiter for municipal bond offerings. Income from the Companys equity
investment in SBS Financial Products Company, LLC, an entity in which the
Company holds a 33% equity interest (SBSFPC) for the three months ended June
30, 2005, was $141,000 as a result of the first transactions by SBSFPC in the
second quarter 2005.

Trading
profits were $221,000 for the three months ended June 30, 2005, an increase of
$39,000 or 21.4% over the same period in 2004 due to an overall increase in
trading margins and volume.

Interest
and dividends for the three months ended June 30, 2005 were $206,000, an
increase of $101,000 or 96.2% from the same period in 2004 primarily due to
higher interest rates.

Total
expenses for the three months ended June 30, 2005 were $7.0 million, an
increase of $1.3 million or 22.5% from the same period in 2004.

Employee
compensation and benefit costs for the three months ended June 30, 2005 were
$2.5 million, an increase of $44,000 or 1.8% from the same period in 2004. This
increase was primarily due to the hiring of the Companys General Counsel,
expansion of the Companys Capital Markets Group and New York Stock Exchange
Floor Operation as well as an increase in health benefits offset by a reduction
of accruals for contractual bonuses.

Clearing
and floor brokerage costs for the three months ended June 30, 2005 were $1.4
million, an increase of $551,000 or 69.3% from the same period in 2004
primarily due to an increased volume of trade executions to be cleared as well
as institutional trades executed at the New York Stock Exchange and a one time
commission rebate of $200,000 from the Companys clearing firm in the second
quarter of 2004.

Advertising
and promotion expenses for the three months ended June 30, 2005 were $202,000,
a decrease of $43,000 or 17.6% from the same period in 2004 primarily due to
managements decision to spend less for advertising and promotion.

Communications
expense for the three months ended June 30, 2005, was $577,000, an increase of
$12,000 or 2.1% from the same period in 2004 due primarily to an increase in
customer calls and activity offset by a reduction in costs associated with
quotes.

Occupancy
costs for the three months ended June 30, 2005 were $263,000, an increase of
$1,000 or .4% from the same period in 2004. This increase was due to the
increase in escalation costs offset by 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, 2005
were $2.1 million, an increase of $715,000 or 53.5% from the same period in
2004. This increase was due to the costs relating to the Company entering into
the commission recapture business in the third quarter of 2004, costs relating
to the acquisition of the customer accounts of Wall Street Discount Corp., the
cost of leasing a seat on the New York Stock Exchange as the Company expanded
the New York Exchange Floor Operation and an increase in legal fees.

For
the three months ended June 30, 2005 and 2004, there was a tax provision of
$425,000 and 224,000, respectively, due to the Companys income before income
tax of $1,019,000 and $454,000, respectively.

---



Six
Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Total
revenues for the six months ended June 30, 2005 were $15.2 million, an increase
of $2.0 million or 15.5% from the same period in 2004.

Commission
and fee income for the six months ended June 30, 2005 was $12.4 million, an
increase of $960,000 or 8.4% from the same period in 2004 due to an increase in
commissions generated by the commission recapture and institutional direct
access operations entered into in the third quarter of 2004 as well as retail
customer accounts purchased from Wall Street Discount, Inc. in the second
quarter 2004 offset by a decrease in retail trading volume.

Investment
banking revenues for the six months ended June 30, 2005 were $982,000, an
increase of $539,000 or 121.7% from the same period in 2004 due to the Company
participating in more new issues as a result of the Capital Markets team that
joined the Company in the third quarter of 2004.

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, 2005, was $893,000 compared to income of $682,000, an
increase of $211,000 or 30.9% from the same period in 2004. This increase was
due to an increase in designations and sales at SBS. SBS serves as an
underwriter for municipal bond offerings. Income from the Companys equity
investment in SBS Financial Products Company, LLC an entity in which the
Company holds a 33% equity interest (SBSFPC) for the six months ended June
30, 2005, was $141,000 as a result of the first transactions by SBSFPC in the
second quarter 2005.

Trading
profits were $438,000 for the six months ended June 30, 2005, an increase of
$6,000 or 1.4% over the same period in 2004 due to an overall increase in
trading margins and volume.

Interest
and dividends for the six months ended June 30, 2005 were $363,000, an increase
of $183,000 or 101.7% from the same period in 2004 primarily due to higher interest
rates.

Total
expenses for the six months ended June 30, 2005 were $13.9 million, an increase
of $1.9 million or 15.6% from the same period in 2004.

Employee
compensation and benefit costs for the six months ended June 30, 2005 were $5.2
million, a decrease of $82,000 or 1.6% from the same period in 2004. This
decrease was due to a decrease in contractual bonus accruals offset by the
hiring of the Companys General Counsel, expansion of the Companys Capital
Markets Group and New York Stock Exchange Floor Operation as well as an
increase in health benefits.

Clearing
and floor brokerage costs for the six months ended June 30, 2005 were $2.7
million, an increase of $1.2 million or 85.3% from the same period in 2004
primarily due to increased volume of trade executions as well as institutional
trades executed at the New York Stock Exchange and a one time commission rebate
of $800,000 from the Companys clearing firm in the second quarter of 2004.

Advertising
and promotion expenses for the six months ended June 30, 2005 were $540,000, a
decrease of $158,000 or 22.6% from the same period in 2004 primarily due to
managements decision to spend less for advertising and promotion.

Communications
expense for the six months ended June 30, 2005, was $1.2 million, a decrease of
$104,000 or 8.1% from the same period in 2004 due to primarily managements
effort to control and maintain these costs.

Occupancy
costs for the six months ended June 30, 2005 were $522,000, a decrease of
$13,000 or 2.4% from the same period in 2004. This decrease was due to the
combining of the Companys Boca Raton office with YDBs Boca Raton office in
the second quarter of 2004 offset by increased escalation costs.

Other
general and administrative expenses for the six months ended June 30, 2005 were
$3.8 million, an increase of $1.0 or 36.3% from the same period in 2004. This
increase was due to the costs relating to the Company

---



entering into the commission recapture business in the
third quarter of 2004, costs relating to the acquisition of the customer
accounts of Wall Street Discount Corp., the cost of leasing a seat on the New
York Stock Exchange as the Company expanded the New York Exchange Floor
Operation and an increase in legal fees.

For
the six months ended June 30, 2005 and 2004, there was a tax provision of
$560,000 and 523,000, respectively, due to the Companys income before income
tax of $1,335,000 and $1,168,000, respectively.

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, 2005 were $42 million. As
of that date, $32.8 million, or 78%, 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, 2005, Sieberts regulatory net capital was
$18.4 million, $18.1 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, 2007, 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 Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of the Companys our 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, as amended. Based upon that evaluation, the
Chief Executive Officer 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 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. Unregistered Sale of Equity Securities and Use of Proceeds

|           |  |                                      |  |                                |  |                                                                                    |  |                                                                              |      |  |  |  |  |         |  |  |  |  |        |  | 
|---------- |  | ------------------------------------ |  | ------------------------------ |  | ---------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- | ---- |  |  |  |  | ------- |  |  |  |  | ------ |  | 
|Period     |  | Total Number
  Of Shares
  Purchased |  | Average Price
  Paid Per Share |  | Total Number of
  Shares Purchased 
  as Part of Publicly 
  Announced 
  Plans(1) |  | Maximum
  Number of Shares 
  That May Yet Be 
  Purchased Under 
  The Plan |     
|           |  |                                      |  |                                |  |                                                                                    |  |                                                                              |     
|April 2005 |  |                                      |  | 0                              |  |                                                                                    |  |                                                                              |      |  |  |  |  | 901,616 |  |  |  |  | 98,384 |  | 
|           |  |                                      |  |                                |  |                                                                                    |  |                                                                              |      |  |  |  |  |         |  |  |  |  |        |  | 
|May 2005   |  |                                      |  | 100                            |  |                                                                                    |  | $                                                                            | 3.12 |  |  |  |  | 901,716 |  |  |  |  | 98,284 |  | 
|           |  |                                      |  |                                |  |                                                                                    |  |                                                                              |      |  |  |  |  |         |  |  |  |  |        |  | 
|June 2005  |  |                                      |  | 7,400                          |  |                                                                                    |  | $                                                                            | 2.98 |  |  |  |  | 909,116 |  |  |  |  | 90,884 |  | 
|           |  |                                      |  |                                |  |                                                                                    |  |                                                                              |      |  |  |  |  |         |  |  |  |  |        |  | 
|           |  |                                      |  |                                |  |                                                                                    |  |                                                                              |      |  |  |  |  |         |  |  |  |  |        |  | 
|Total      |  |                                      |  | 7,500                          |  |                                                                                    |  | $                                                                            | 2.98 |  |  |  |  | 909,116 |  |  |  |  | 90,884 |  | 

(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 9, 2005. At that meeting, the following matter was voted on and
received the votes indicated:

|                               |  |     |            |   |  |          |  |  |         | 
|------------------------------ |  | --- | ---------- | - |  | -------- |  |  | ------- | 
|(1)      Election of Directors |  | For |            | % |  | Withheld | 
|                               |  |     |            |   |  |          | 
|                              
|Muriel F. Siebert              |  |     | 21,784,786 |   |  | 99       |  |  | 116,203 | 
|                              
|Nicholas P. Dermigny           |  |     | 21,877,901 |   |  | 99       |  |  | 23,088  | 
|                              
|Patricia L. Francy             |  |     | 21,828,049 |   |  | 99       |  |  | 72,940  | 
|                              
|Jane H. Macon                  |  |     | 21,711,406 |   |  | 99       |  |  | 189,583 | 
|                              
|Leonard M. Leiman              |  |     | 21,812,399 |   |  | 99       |  |  | 88,590  | 
|                              
|Nancy S. Peterson              |  |     | 21,893,881 |   |  | 99       |  |  | 7,108   | 
|                              
|Robert P. Mazzarella           |  |     | 21,893,881 |   |  | 99       |  |  | 7,108   | 

Item 5. Other Information

None

Item 6. Exhibits

| |      |                                                                                                                                                                 
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                       

---



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
  15, 2005 
| |                           |                                                                                                      
| | By:                       | /s/ Joseph
  M. Ramos, Jr.                                                                            | 
| |                           |                                                                                                       | 
| |                           | Joseph M.
  Ramos, Jr.                                                                               
| |                           | Executive
  Vice President and Chief Financial Officer
  (principal financial and accounting officer)
| |                           |                                                                                                      
| | Dated: August
  15, 2005 

---