SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                 FORM 10-QSB/A1
                               Amendment No. 1 to
                        Quarterly Report Under Section 13
                 or 15(d) of the Securities Exchange Act of 1934

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

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

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

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

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

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

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

                               Yes _X_    No ____

State the number of shares outstanding of each of the issuer's classes of common
stock,  as of the  latest  practical  date:  5,237,610  shares of  Common  Stock
outstanding on November 7, 1997.

Transitional Small Business Disclosure Format:     Yes  ___   No _X_

<PAGE>

                                EXPLANATORY NOTE

     This Form 10-QSB/A1 is being filed by Siebert  Financial  Corp., a New York
corporation  (the  "Company"),  as an amendment to its Quarterly  Report on Form
10-QSB for the quarterly  period ended  September 30, 1997,  filed  November 14,
1997, to (1) refile the Company's  unaudited  Consolidated  Statements of Income
for the three and nine months  ended  September  30, 1996 and 1997 to correct an
error  contained  therein  and (2)  include  Exhibit  27  inadvertently  omitted
therefrom.

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       For the Three Months Ended           For the Nine Months Ended
                                                             September 30,                        September 30,
                                                     ----------------------------        -------------------------------
                                                         1997              1996             1997                1996
                                                     ----------        ----------        -----------        -----------
<S>                                                  <C>               <C>               <C>                <C>        
Revenues:
     Commissions                                     $5,040,511        $4,185,811        $14,499,306        $15,049,674
     Trading gains, net                                 328,032           195,679          1,147,709            645,345
     Interest and dividends                             246,646           152,206            530,484            498,060
     Investment banking                               1,627,056           717,569          2,975,917          1,880,730
                                                     ----------        ----------        -----------        -----------

     Total revenues                                   7,242,245         5,251,265         19,153,416         18,073,809
                                                     ----------        ----------        -----------        -----------

Expenses:
     Compensation and benefits                        2,019,456         1,454,083          5,825,992          4,759,256
     Clearing fees and floor brokerage                1,242,845         1,014,741          3,415,125          3,431,071
     Advertising and promotion                          641,413           724,621          2,180,593          2,700,392
     Communications                                     371,088           303,698          1,211,702            968,164
     Interest                                            99,586            73,365            306,427            212,368
     Rent and occupancy                                 163,927            90,354            490,025            271,436
     Other general and administrative                   869,122           339,033          2,371,610          1,478,062
                                                     ----------        ----------        -----------        -----------

     Total expenses                                   5,407,437         3,999,895         15,801,474         13,820,749
                                                     ----------        ----------        -----------        -----------

Income before provision for  taxes                    1,834,808                            3,351,942
Provision for income taxes - current                    801,485                            1,474,571
                                                    -----------                          -----------

Net income                                          $ 1,033,323                          $ 1,877,371
                                                    ===========                          ===========

Net income - historical                                                 1,251,370                             4,253,060
Pro forma provision for income taxes (1)                                  550,603                             1,871,346
                                                                       ----------                           -----------

Net income - pro forma                                                 $  700,767                           $ 2,381,714
                                                                       ==========                           ===========

Per share of common stock:
     Net income                                      $     0.20                          $      0.36

     Net Income - pro forma                                            $     0.13                           $      0.45

Weighted average common shares
     deemed outstanding                               5,237,610         5,235,897          5,237,290          5,235,897

</TABLE>

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

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


<PAGE>

                          PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

       27 - Financial Data Schedule (Edgar filing only)

(b) Reports on Form 8-K

       None

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused  this  Amendment  No. 1 to  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.

                                       SIEBERT FINANCIAL CORP.


     Date: November 17, 1997           By: /s/ Muriel F. Siebert
                                          --------------------------------------
                                                 Muriel F. Siebert
                                                 Chair and President
                                                 (on behalf of the
                                                    registrant)


     Date: November 17, 1997           By: /s/ Richard M. Feldman
                                          --------------------------------------
                                                 Richard M. Feldman
                                                 Executive Vice President
                                                 and Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)