SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB
                        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>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997
                                   (Unaudited)

                                     ASSETS

Cash and cash equivalents                                            $   461,236
Cash equivalents - restricted                                          1,300,000
Securities owned, at market value                                     11,574,447
Receivables from brokers and dealers                                     344,735
Secured demand notes receivable                                        3,300,000
Property and equipment, net                                              398,202
Investment in affiliate                                                  392,000
Prepaid expenses and other assets                                        623,542
                                                                     -----------
                                                                     $18,394,162
                                                                     ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities                             $ 3,486,917
Securities sold, not yet purchased, at market value                    1,657,250
                                                                     -----------
                                                                       5,144,167
                                                                     -----------
Commitments and contingencies

Liabilities to majority shareholder and affiliate
   subordinated to claims of general creditors                         4,300,000
                                                                     -----------

Shareholders' equity:
Common stock, $.01 par value, 49,000,000
   shares authorized, 5,237,610 shares
   outstanding at September 30, 1997                                      52,376
Additional paid-in capital                                             6,742,091
Retained earnings                                                      2,155,528
                                                                     -----------
                                                                       8,949,995
                                                                     -----------
                                                                     $18,394,162
                                                                     ===========

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


                                      -2-
<PAGE>

                     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.


                                      -3-
<PAGE>

                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                              Common Stock
                                                         -----------------------
                                                          Number                    Additional
                                                            of             Par       Paid-in        Retained
                                                          Shares          Value       Capital        Earnings         Total
                                                          ------          -----       -------        --------         -----

<S>                                                      <C>           <C>          <C>             <C>             <C>       
Balance, January 1, 1997                                 5,235,897     $ 52,359     $6,771,049      $  278,157      $7,101,565

Cost of issuance of shares to shareholders
   rounding up to nearest 100 shares,
   net of proceeds of offering                               1,713           17        (28,958)           --           (28,941)

Net income for period                                         --           --             --         1,877,371       1,877,371
                                                         ---------     --------     ----------      ----------      ----------
Balance, September 30, 1997                              5,237,610     $ 52,376     $6,742,091      $2,155,528      $8,949,995
                                                         =========     ========     ==========      ==========      ==========
</TABLE>

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


                                      -4-
<PAGE>

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

                                                        Nine Months Ended
                                                          September 30,
                                                   ---------------------------
                                                      1997            1996
                                                   ----------      -----------
Cash flows from operating activities:
   Net income - pro forma                                          $ 2,381,714
   Pro forma provision for income taxes                              1,871,346
                                                                   -----------
   Net income - historical                         $1,877,371        4,253,060
   Adjustments to reconcile net
      income to net cash provided by
      operating activities:
   Depreciation and amortization                      108,334           59,774
   Changes in operating assets
      and liabilities:
   (Increase)  in prepaid expenses
      and other assets                               (189,804)         (57,061)
   (Increase) decrease in securities owned,
      at market value                              (1,458,199)       5,827,005
   Net (increase) decrease in receivable
      from/payable to brokers                         796,704       (8,671,713)
   Increase in accounts payable
      and accrued liabilities                         662,917           29,887 
   Net increase in securities
      sold, not yet purchased,
      at market value                                 210,107          806,216
                                                   ----------      -----------
   Net cash provided by operating
      activities                                    2,007,430        2,247,168
                                                   ----------      -----------
Cash flows from investing activities:
   Increase in restricted cash equivalents         (1,300,000)            --   
   Purchase of property and equipment                 (56,282)         (50,720)
   Investment in affiliate                           (392,000)            --
                                                   ----------      -----------
   Net cash (used in) investing
      activities                                   (1,748,282)         (50,720)
                                                   ----------      -----------
Cash flows from financing activities:
   Subordinated loan borrowings from
      majority shareholder                                --           500,000
   Cost of issuance of shares to
      shareholders rounding up to
      nearest 100 shares, net of
      proceeds of offering                            (28,941)
                                                   ----------      -----------
Net cash (used in) provided by financing
  activities                                          (28,941)         500,000
                                                   ----------      -----------
Net increase in cash and cash equivalents             230,207        2,696,448

Cash and cash equivalents -
   beginning of period                                231,029          164,071
                                                   ----------      -----------
Cash and cash equivalents - end of period          $  461,236      $ 2,860,519
                                                   ==========      ===========

Supplemental disclosure of cash flow information:
Cash paid for:
   Interest totaled $306,427 in 1997 and $212,368 
      in 1996.
   Income and franchise taxes totaled $868,900 in 
      1997 and $49,897 in 1996.

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


                                      -5-
<PAGE>

                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997
                                  (Unaudited)

(1) Basis of Presentation

The consolidated  financial statements include the accounts of Siebert Financial
Corp. (the  "Company") and its  wholly-owned  subsidiary,  Muriel Siebert & Co.,
Inc. ("Siebert").  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,  1996.  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) Net Capital

Siebert  is  subject  to the net  capital  requirements  of the  Securities  and
Exchange   Commission,   the  New  York  Stock  Exchange  and  other  regulatory
authorities.  At September 30, 1997 and 1996, Siebert had regulatory net capital
of $7,822,216 and  $10,294,872,  respectively,  as compared with  regulatory net
capital requirements of $250,000.

(3) Issuance of Shares

In an offering  commenced  January 23, 1997 and extended to March 21, 1997,  the
Company  offered  existing  shareholders  with "odd lots"  following  the merger
effected  with J.  Michaels,  Inc.  and  reverse  split  in  November,  1996 the
opportunity  to "round up" their  shares to the next  nearest 100 shares.  1,713
shares were issued with proceeds to the Company of $16,059. Costs related to the
offering approximated $45,000.

(4) Investment in Affiliate

In April  1997,  the  Company  and two  individuals  (the  "Principals")  formed
Siebert,  Brandford,  Shank & Co., LLC ("SBS") to succeed to the business of the
Siebert,  Brandford,  Shank Division of the Company when regulatory requirements
have been met.  The  business  arrangement  with the  Principals  provides  that
profits  will be shared 51% to the  Principals  and 49% to the  Company.  Losses
incurred in the amount of $832,357  through  September 30, 1997 will be recouped
by the Company  prior to any profit  allocation to the  Principals.  The Company
invested  $392,000  as its share of the  members'  capital  of SBS and  provided
additional  regulatory  capital  of $1.3  million  in the form of a 10%  secured
demand note.

(5) Cash Equivalents - Restricted

Included in Cash  equivalents  -  restricted  is cash pledged to an affiliate to
secure a subordinated loan.

(6) Options

On March 11, 1997,  the Company  granted to  non-employee  directors  options to
purchase  30,000  shares of the Company's  Common Stock at an exercise  price of
$9.25 per share. The directors' options are exercisable six months from the date
of grant and expire 5 years from the date of grant. On May 16, 1997, the Company
granted  options to certain of its employees to purchase  199,750  shares of the
Company's  Common Stock at an exercise price of $9.25 per share.  On November 6,
1997, the Company  granted  options to an employee to purchase  10,000 shares of
the Company's  Common Stock at an exercise  price of $8.875 per share.  All such
employee  options vest 20% per year for five years and expire ten years from the
date of grant. No employee options are currently exercisable.


                                      -6-
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

     This discussion should be read in conjunction with the Company's  unaudited
Consolidated  Financial  Statements and the Notes thereto contained elsewhere in
this Quarterly Report.

     Statements  in  this  "Management's  Discussion  and  Analysis  or  Plan of
Operation" and elsewhere in this document as well as oral statements that may be
made by the Company or by officers, directors or employees of the Company 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  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, changes and
prospects for changes in interest  rates and demand for brokerage and investment
banking  services,  increases  in  competition  within and without the  discount
brokerage business through broader services offerings or otherwise,  competition
from  electronic   discount   brokerage  firms  offering  greater  discounts  on
commissions then the Company,  prevalence of a flat fee environment,  decline in
participation  in equity or municipal  finance  underwritings,  decrease  ticket
volume  in the  discount  brokerage  division,  limited  trading  opportunities,
increases  in  expenses,  and  changes  in  net  capital  or  other   regulatory
requirements.

Business Environment

     Market  conditions  during  the  first  nine  months  of 1997  reflected  a
continuation of the 1996 bull market  characterized  by record volume and record
high market  levels.  At the same time,  competition  has continued to intensify
both among all  classes of  brokerage  firms and within the  discount  brokerage
business  as well as from new firms not  previously  in the  discount  brokerage
business.  Electronic  trading  continues  to grow as a retail  discount  market
segment with some firms offering very low flat rate trading  execution fees that
are difficult for any  conventional  discount firm to meet. Many of the flat fee
brokers,  however,  impose  charges for services such as mailing,  transfers and
handling  exchanges which the Company does not and also direct their  executions
to captive market makers.  Increased  competition,  broader service offerings or
the prevalence of a flat fee environment  could also limit the Company's  growth
or even lead to a decline in the Company's  customer base which would  adversely
affect its results of operations.

     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. Accordingly,  earnings for any period should not be considered
representative of any other period.

Recent Developments

     During the third  quarter  of 1997,  the  Company,  through  it's  Siebert,
Brandford, Shank Division acted as Senior Manager for a $244 million offering of
Detroit  Water Supply  System  Revenue  Bonds,  its largest  offering  since the
formation of the Division.  In addition,  the Company has been appointed as lead
manager for several  large planned  offerings  including the State of California
($175  million),  the City of Houston  ($150  million)  and the  Detroit  Public
Schools ($145 million).  There can be no assurance that these  transactions will
take place as planned.

     During the third quarter of 1997, the Company acquired the retail brokerage
accounts of The Stock Mart,  the discount  brokerage arm of William O'Neil + Co.
Incorporated of Los Angeles, California.

Results of Operations

  Three  Months  ended  September  30, 1997  Compared to Three  Months  ended
  September 30, 1996

     Total  revenues  for  the  three  months  ended  September  30,  1997  were
approximately  $7.2  million,  a increase  of $2.0  million or 38% over the same
period  in  1996.  Commissions,   trading  gains,  interest  and  dividends  and
investment banking revenues all increased.

     Commissions  increased  $855,000  or  20%  to  approximately  $5.0  million
primarily  due to a  corresponding  increase  in ticket  volume in the  discount
brokerage division.

     Trading  gains  increased  $132,000 or 68% to $328,000 from $196,000 in the
prior  year  period  reflecting  improved  trading  opportunities  in the firm's
principal proprietary trading activity, listed bond funds.


                                      -7-
<PAGE>

     Interest and dividends  increased $94,000 or 62% to $247,000  primarily due
to trading strategies which generated dividend income.

     Investment  banking  income  increased  $909,000  or 127%  to $1.6  million
primarily due to increased revenues of the municipal investment banking division
offset by a continuing decline in participation in equity underwritings over the
prior year period. The latter is due to a sharp fall off in large  underwritings
and a trend to smaller  syndicates  that make it difficult  for  non-originating
firms to participate in offerings. The Company expects the latter condition will
continue.

     Total expenses for the third quarter of 1997 were $5.4 million, an increase
of $1.4 million or 35% over the third quarter of 1996. Expenses increased in all
categories except advertising and promotion.

     Compensation  and benefit costs  increased  $565,000 or 39% to $2.0 million
primarily   due  to   additional   municipal   investment   banking   staff  and
commission-based municipal trading personnel.

     Clearing and floor brokerage fees increased $228,000 or 22% to $1.2 million
primarily due to the increase in ticket volume compared to the prior year.

     Advertising  and  promotion  expense  decreased  $83,000 or 11% to $641,000
primarily  due to lower  public  relations  expenditures  and lower  promotional
activity  related to the  decrease in equity  syndicate  business in the current
period.

     Communications  expense increased $67,000 or 22% to $371,000  primarily due
to the increase in ticket volume and the offices and activities of the municipal
investment banking staff.

     Interest expense increased $26,000 or 36% to $100,000 due to an increase in
subordinated borrowings and greater use of margin borrowings and short positions
in proprietary trading activities.

     Rent and occupancy  costs  increased  $74,000 or 81% to $164,000 due to the
opening of three new retail offices and seven new municipal  investment  banking
offices in the fourth quarter of 1996.

     Other general and  administrative  expenses  increased  $530,000 or 156% to
$869,000  primarily due to travel and entertainment  expenses related to the new
municipal investment banking staff and a range of miscellaneous costs associated
with opening new retail offices.

     The  provision  for income  taxes and net income  compared to the pro forma
provision for income taxes and pro forma net income each increased approximately
46% due to a similar increase in income before provision for income taxes.

  Nine  Months  ended  September  30,  1997  Compared  to Nine  Months  ended
  September 30, 1996

     Total  revenues  for  the  nine  months  ended   September  30,  1997  were
approximately  $19.2  million,  an increase of $1.1  million or 6% over the same
period in 1996.  Commission revenues decreased while trading gains, interest and
dividends and investment banking revenues increased.

     Commissions  decreased  $550,000  or  4%  to  approximately  $14.5  million
primarily due to a lower ticket volume in the discount brokerage division during
the first and second quarters of the year.

     Trading  profits  increased  $502,000  or 78% to  $1.1  million  reflecting
improved  trading  opportunities  in the firm's  principal  proprietary  trading
activity, listed bond funds.

     Interest and dividends increased $32,000 or 7% to $530,000 primarily due to
trading strategies which generated dividend income.


                                      -8-
<PAGE>

     Investment  banking  income  increased  $1.1 million or 58% to $3.0 million
primarily due to the increased activity noted above in the municipal  investment
banking  division offset by the continuing  decline in  participation  in equity
underwritings.

     Total  expenses for the first nine months of 1997 were $ 15.8  million,  an
increase of $2 million or 14% over the same period in 1996.  Expenses  increased
in all categories  except  clearing fees and floor brokerage and advertising and
promotion.

     Compensation  and  benefit  costs  increased  $1.1  million  or 22% to $5.8
million primarily due to the addition of the municipal  investment banking staff
and commission-based municipal trading personnel.

     Clearing and floor brokerage fees decreased $16,000 or 0.5% to $3.4 million
primarily  due to the decrease in ticket  volume as noted above  compared to the
prior year.

     Advertising and promotion expense decreased $520,000 or 19% to $2.2 million
primarily due to reduced  promotional  charitable  contributions  related to the
decrease in equity syndicate business.

     Communications  expense increased $244,000 or 25% to $1.2 million primarily
due to the opening of three new retail  branches and the offices and  activities
of the municipal investment banking staff.

     Interest expense increased  $94,000 or 44% to $306,000  primarily due to an
increase in  subordinated  borrowings  and greater use of margin  borrowings and
short positions in proprietary trading activities.

     Rent and occupancy  costs increased  $219,000 or 81% to $490,000  primarily
due to the  opening  of  three  new  retail  offices  and  seven  new  municipal
investment banking offices in the fourth quarter of 1996.

     Other general and administrative expenses increased $894,000 or 60% to $2.4
million  primarily due to travel and  entertainment  expenses related to the new
municipal investment banking staff and a range of miscellaneous costs associated
with opening new retail offices.

     The  provision  for income  taxes and net income  compared to the pro forma
provision for income taxes and pro forma net income each decreased approximately
21% due to a similar decrease in income before provision for taxes.

Liquidity and Capital Resources

     The Company's assets are highly liquid, consisting generally of cash, money
market funds and securities  freely  saleable in the open market.  The Company's
total assets at  September  30, 1997 were $18.4  million,  of which $3.3 million
took the form of secured demand notes. $12.4 million or 67% of total assets were
highly liquid.

     Siebert is subject to the net capital  requirements  of the  Securities and
Exchange   Commission,   the  New  York  Stock  Exchange  and  other  regulatory
authorities. At September 30, 1997, Siebert's net capital was $7.9 million, $7.6
million in excess of its minimum capital requirement of $250,000.


                                      -9-
<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 report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       SIEBERT FINANCIAL CORP.


     Date: November 14, 1997           By: /s/ Muriel F. Siebert
                                          --------------------------------------
                                                 Muriel F. Siebert
                                                 Chair and President
                                                 (on behalf of the
                                                    registrant)


     Date: November 14, 1997           By: /s/ Richard M. Feldman
                                          --------------------------------------
                                                 Richard M. Feldman
                                                 Executive Vice President
                                                 and Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)


                                      -10-