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

                                    FORM 10-Q

(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934


     For the quarterly period ended  June 30, 2002
                                   -------------------

[ ] 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 Small Business Issuer as Specified in its Charter)


         New York                                        11-1796714
(State or Other Jurisdiction of                        (IRS Employer
Incorporation or Organization)                       Identification No.)

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

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

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


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

 Yes _X_   No___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Indicate by check mark whether the  registrant  has filed all documents
and reports required to be filed by Section 12,13 or 15(d) of the Securities and
Exchange of 1934 Act subsequent to the  distribution of securities  under a plan
confirmed by a court.

 Yes ___   No___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         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 12, 2002,
there  were  22,415,967  shares  of Common  Stock,  par  value  $.01 per  share,
outstanding.


         Transitional Small Business Disclosure Format (check one):

 Yes ___   No _X_



<PAGE>


          Unless the context  otherwise  requires,  the  "Company"  or "Siebert"
shall mean Siebert Financial Corp. and its wholly owned subsidiaries.

         The Company's  quarterly and annual operating results are affected by a
wide  variety of factors  that could  materially  and  adversely  affect  actual
results,   including:   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, 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  than the Company,
prevalence  of a flat fee  environment,  decline in  participation  in equity or
municipal  finance  underwritings,  decreased  ticket  volume  in  the  discount
brokerage  industry,  limited  trading  opportunities,  increases  in  expenses,
changes in net capital or other regulatory requirements.

         As a result of these and other  factors,  the  Company  may  experience
material  fluctuations  in future  operating  results on a  quarterly  or annual
basis,  which could  materially  and adversely  affect its  business,  financial
condition,  operating results, and stock price.  Furthermore,  this document and
other documents filed by the Company with the Securities and Exchange Commission
(the "SEC")  contain  certain  forward-looking  statements  with  respect to the
business of the Company. These forward-looking statements are subject to certain
risks and uncertainties, including those mentioned above, which may cause actual
results to differ  significantly  from  these  forward-looking  statements.  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 SEC filings.


                                       -1-



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition
Rounded to whole thousands (000)

<TABLE>
<CAPTION>
                                                                                      June 30, 2002   December 31,
                                                                                       (unaudited)        2001
                                                                                     ---------------------------

ASSETS
<S>                                                                                     <C>             <C>
Cash and cash equivalents                                                               $24,323         $25,670
Cash equivalents - restricted                                                             1,300           1,300
Receivable from clearing broker                                                           1,545           1,572
Securities owned, at market value                                                         5,713           6,079
Furniture, equipment and leasehold improvements, net                                      2,409           1,703
Investment in and advances to equity investee                                             1,753           2,702
Intangibles, net                                                                          2,809           2,250
Prepaid expenses and other assets                                                         1,126             853
                                                                                     ---------------------------
                                                                                        $40,978         $42,129
                                                                                     ===========================


LIABILITIES AND STOCKHOLDERS' EQUITY

Securities sold, not yet purchased, at market value                                        $  4            $  4
Deferred tax liability                                                                      305             489
Accounts payable and accrued liabilities                                                  3,922           4,336
                                                                                     ---------------------------
                                                                                          4,231           4,829
                                                                                     ---------------------------

Commitments and contingent liabilities

Stockholders' equity:
Common stock,  $.01 par value;  49,000,000  shares  authorized,  22,968,167  and
22,932,047 shares issued and 22,419,367 and 22,389,247
shares outstanding at June 30, 2002 and December 31, 2001, respectively                     229             229
Additional paid-in capital                                                               17,880          17,796
Retained earnings                                                                        21,397          22,010
Less: 548,800 and 542,800 shares of treasury stock, at cost at June 30, 2002
and December 31, 2001, respectively                                                      (2,759)         (2,735)
                                                                                     ---------------------------
                                                                                         36,747          37,300
                                                                                     ---------------------------

                                                                                        $40,978         $42,129
                                                                                     ===========================

See notes to consolidated financial statements.



                                      -2-

<PAGE>


Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Operations
(unaudited) Rounded to whole thousands (000)
except for per share and number of shares information
                                                                      Three Months Ended         Six Months Ended
                                                                           June 30,                  June 30,
                                                                 ------------------------------------------------------
                                                                             2002        2001         2002        2001
                                                                 ------------------------------------------------------

Revenues:
    Commissions and fees                                                   $5,072      $6,192      $10,297     $14,599
    Investment banking                                                        278         910          802       1,100
    Trading profits                                                           316         203          527         474
    Income from equity investee                                               503         884          625       1,458
    Interest and dividends                                                    202         366          340         786
                                                                 ------------------------------------------------------
                                                                            6,371       8,555       12,591      18,417
                                                                 ------------------------------------------------------

Expenses:
   Employee compensation and benefits                                       2,226       2,559        4,578       5,635
   Clearing fees, including floor brokerage                                   938       1,068        1,870       2,371
   Advertising and promotion                                                  682         929        1,094       1,945
   Communications                                                             592         754        1,142       1,553
   Occupancy                                                                  224         238          461         497
   Interest                                                                     -           2            1           9
   Other general and administrative                                         3,199       1,116        4,498       3,058
                                                                 ------------------------------------------------------
                                                                            7,861       6,666       13,644      15,068
                                                                 ------------------------------------------------------

Income (loss) before income taxes                                         (1,490)       1,889      (1,053)       3,349

Provision (benefit) for income taxes                                        (622)         858        (440)       1,516
                                                                 ------------------------------------------------------
Net Income (loss)                                                          ($868)      $1,031       ($613)      $1,833
                                                                 ======================================================

Net income (loss) per share of common stock -
   Basic and Diluted                                                       $(.04)        $.05       $(.03)        $.08
Weighted average shares outstanding -
   Basic                                                               22,406,220  22,483,438   22,397,828  22,432,910
Weighted average shares outstanding -
   Diluted                                                             22,406,220  22,760,996   22,397,828  22,716,446



See notes to consolidated financial statements.



                                      -3-
<PAGE>




Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Cash Flows
(unaudited) Rounded to whole thousands (000)
                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                    ----------------------------------
                                                                                          2002             2001
                                                                                    ----------------------------------
Cash flows from operating activities:
   Net income (loss)                                                                  ($   613)         $  1,833
   Adjustments to reconcile net income (loss) to net cash used in
     operating activities:
       Depreciation and amortization                                                       805               635
       Income from equity investee                                                        (625)           (1,458)

       Changes in operating assets and liabilities:
           Net decrease (increase) in securities owned, at market value                    366              (127)
           Net decrease (increase) in receivable from clearing broker                       27            (2,294)
           (Increase) decrease in prepaid expenses and other assets                       (273)              183
           Net increase in securities sold, not yet purchased,
              at market value                                                             --                   6
           Net increase in deferred tax liability                                         (184)             --
           Decrease in accounts payable and accrued liabilities                           (414)               (9)
                                                                                    ----------------------------
       Net cash used in operating activities                                              (911)           (1,231)
                                                                                    ----------------------------

Cash flows from investing activities:
   Purchase of furniture, equipment and leasehold improvements                          (1,070)             (235)
   Purchase of customer accounts from TradeStation Securities, Inc.                     (1,000)             --
   Distribution from equity investee                                                     1,566              --
   Net repayment of advances to equity investee                                              8               420
                                                                                    ----------------------------
       Net cash (used in) provided by investing activities                                (496)              185
                                                                                    ----------------------------

Cash flows from financing activities:
   Proceeds from exercise of options                                                        84                 2
   Repurchase of common stock                                                              (24)           (1,483)
                                                                                    ----------------------------
                   Net cash provided by (used in) financing activities                      60            (1,481)
                                                                                    ----------------------------

                   Net decrease in cash and cash equivalents                            (1,347)           (2,527)


Cash and cash equivalents - beginning of period                                         25,670            26,370
                                                                                    ----------------------------

Cash and cash equivalents - end of period                                             $ 24,323          $ 23,843
                                                                                    ============================


Supplemental cash flow disclosures:
     Cash paid for:
         Interest                                                                     $      1          $      9
         Income taxes                                                                 $    305          $    793

 See notes to consolidated financial statements.
</TABLE>



                                      -4-
<PAGE>


Siebert Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2002 and 2001
 (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,  2001.  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 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, 2002,  Siebert
     had net capital of  approximately  $19,100,000 as compared with net capital
     requirements of $250,000.

3.   Capital Transactions:

     On May 15, 2000,  the board of directors of the Company  authorized a stock
     buy  back  program  of up to one  million  common  shares.  Shares  will be
     purchased from time to time in the open market and in private transactions.
     Through June 30,  2002,  548,800  shares have been  purchased at an average
     price of $5.03 per share.

4.   Recent Developments

     On April 30,  2002,  Siebert  signed a Strategic  Alliance  Agreement  with
     Intuit Inc.  ("Intuit) to offer a full line of online and  telephone  based
     brokerage   services  to   customers  of  Quicken  and   Quicken.com   (the
     "Alliance").  Pursuant to the  Alliance,  Siebert and Intuit will share the
     revenue  from,  and certain  expenses  of, the  Alliance.  During the three
     months  ended June 30,  2002,  Siebert  recognized  as an expense  one-time
     start-up  costs of  $1,346,000  for advisory  and legal fees,  and costs of
     $948,000 for the development and marketing of the Alliance.

     On April 30, 2002, Siebert signed a fully disclosed clearing agreement (the
     "Clearing  Agreement") with the Pershing  Division of Donaldson,  Lufkin, &


                                      -5-
<PAGE>

      Jenrette Securities  Corporation  ("Pershing").  Pursuant to the Clearing
      Agreement  and the  Alliance,  Siebert and Intuit will  advance  Pershing
      $1,500,000  which they are  entitled  to recoup  from  Pershing  in equal
      installments,  without  interest,  over the  initial  three  years of the
      Clearing Agreement.  In addition,  Siebert and Intuit will incur one-time
      charges  aggregating   approximately   $423,000  for  the  setup  of  the
      Alliance's  website  and related  matters.  Siebert and Intuit will share
      equally in the advance and the one-time charges. As of June 30, 2002, the
      advance and one-time charges have not been billed by or paid to Pershing.

5.    Account Purchases:

      In May 2002 Siebert agreed to acquire certain retail  discount  brokerage
      accounts from  TradeStation  Securities,  Inc.'s.  In July 2002,  Siebert
      agreed to acquire the retail brokerage  accounts of the Boca Raton office
      of State  Discount  Brokers,  Inc.  These  accounts will be serviced from
      Siebert's  Boca Raton office when the  transfers  are completed in August
      2002 and October 2002,  respectively.  As of June 30, 2002,  the purchase
      price  for the  TradeStation  customer  accounts  has  been  recorded  in
      "Intangibles" and will be amortized over a three-year period.

 6.   New Accounting Standards:

      In June 2001, the Financial  Accounting  Standards  Board ("FASB")  issued
      SFAS No. 141,  "Business  Combinations."  SFAS No. 141  requires  that the
      purchase  method  of  accounting  be used  for all  business  combinations
      initiated  after June 30,  2001.  This  statement  specifies  that certain
      acquired  intangible  assets in a business  combination  be  recognized as
      assets  separately from goodwill and that existing  intangible  assets and
      goodwill be evaluated for these new separation requirements.  The adoption
      of  this  standard  did  not  have a  material  impact  on  the  Company's
      consolidated financial position or results of operations.

      In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
      Assets."  SFAS  No.  142  changes  the  accounting  for  goodwill  from an
      amortization  method  to  an  impairment-only  approach.  Amortization  of
      goodwill, including goodwill recorded in past business combinations,  will
      cease  upon  adoption  of this  statement.  In  addition,  this  statement
      requires that goodwill be tested for  impairment at least  annually at the
      reporting unit level.  The Company  implemented SFAS No. 142 on January 1,
      2002.  Implementation  of this statement did not have a material impact on
      the Company's consolidated financial position or results of operations.

      In June  2001,  the  FASB  issued  SFAS No.  143,  "Accounting  for  Asset
      Retirement Obligations." This statement addresses financial accounting and
      reporting  for  obligations  associated  with the  retirement  of tangible
      long-lived  assets and the associated asset retirement  costs. The Company
      is required to implement SFAS No. 143 on January 1, 2003.  Management does
      not  expect  this  statement  to have a material  impact on the  Company's
      consolidated financial position or results of operations.

      In  August  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
      Impairment or Disposal of Long-Lived  Assets." This  statement  supercedes
      SFAS No. 121,  "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of." The statement retains the previously
      existing   accounting   requirements   related  to  the   recognition  and
      measurement  of the  impairment of  long-lived  assets to be held and used
      while  expanding the measurement  requirements of long-lived  assets to be
      disposed of by sale to include  discontinued  operations.  It also expands
      the previously existing reporting requirements for discontinued operations
      to include a component of an entity that either has been disposed of or is
      classified  as held for sale.  The  Company  implemented  SFAS No.  144 on
      January 1, 2002.  Implementation of this statement did not have a material
      impact on the  Company's  consolidated  financial  position  or results of
      operations.

      In  April  2002,  the  FASB  issued  SFAS  No.  145  "Rescission  of FASB
      Statements  No. 4, 44 and 64,  Amendment  of FASB  Statement  No 13,  and
      Technical  Corrections."  SFAS No. 145  rescinds  SFAS No. 4,  "Reporting
      Gains  and   Losses   from   Extinguishment   of  Debt,"   SFAS  No.  64,
      "Extinguishments of Debt Made to Satisfy Sinking-Fund  Requirements," and


                                      -6-
<PAGE>

      SFAS No. 44,  "Accounting for Intangible  Assets of Motor Carriers." SFAS
      No. 145 also amends SFAS No. 13, "Accounting for Leases," to eliminate an
      inconsistency   between  the  required   accounting  for   sale-leaseback
      transactions and the required  accounting for certain lease modifications
      that  have   economic   effects   that  are  similar  to   sale-leaseback
      transactions.  SFAS No.  145 also  amends  other  existing  authoritative
      pronouncements to make various technical corrections, clarify meanings or
      describe their applicability under changed conditions.  The provisions of
      SFAS No. 145 related to the  rescission  of SFAS No. 4 are  effective for
      fiscal years beginning after May 15, 2002. The provisions of SFAS No. 145
      related to SFAS No. 13 are effective for transactions occurring after May
      15,  2002.  All  other  provisions  of SFAS  No.  145 are  effective  for
      financial  statements  issued on or after May 15, 2002. Early application
      of the  provisions  of SFAS No.  145 is  encouraged  and may be as of the
      beginning of the fiscal year or as of the beginning of the interim period
      in which SFAS No. 145 was issued.  The Company  adopted the provisions of
      SFAS No. 145 during the quarter ended June 30, 2002. Adoption of SFAS No.
      145 did not have a material effect on the Company's financial  condition,
      results of operations or liquidity.

7.    Siebert, Brandford, Shank & Co., LLC:

      Summarized financial data (presented in thousands) of Siebert,  Brandford,
      Shank & Co., LLC, ("SBS") as of and for the six months ended June 30 is as
      follows. Siebert holds a 49% ownership interest in SBS.

<TABLE>
<CAPTION>
                                                                             2002         2001
                                                                             ----         ----

<S>                                                                         <C>          <C>
       Total assets                                                         $12,192      $6,085
       Total liabilities, including subordinated liabilities of
          $1,200                                                             $8,752      $2,505
       Total members' capital                                                $3,439      $3,580
       Total revenues                                                        $5,514      $7,350
       Net income                                                            $1,276      $2,974
</TABLE>

      Siebert  charged SBS $120,000  during each period for rent and general and
      administrative  services,  which Siebert believes approximates the cost of
      furnishing such services.

      Siebert's share of undistributed earnings from SBS amounted to $1,293,000
      and $1,362,000 at June 30, 2002 and 2001 respectively.

8.    Commitments and Contingent Liabilities:

      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.

      Pursuant to the Clearing  Agreement and the  Alliance,  Siebert and Intuit
      will advance  Pershing $1.5 million which they are entitled to recoup from
      Pershing in equal installments,  without interest,  over the initial three
      years of the  Clearing  Agreement.  In  addition,  Siebert and Intuit will
      incur one-time charges aggregating approximately $423,000 for the setup of
      the Alliance's website and related matters.  Siebert and Intuit will share
      equally in the advance and the one-time charges.  As of June 30, 2002, the
      advance and  one-time  charges have not been billed by or paid to Pershing
      (see Note 4).


                                      -7-
<PAGE>



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

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

Statements in this "Management's  Discussion and Analysis" 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  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,  changes  and
prospects for changes in interest  rates and demand for brokerage and investment
banking services, 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  than the
Company,  prevalence  of a flat fee  environment,  decline in  participation  in
equity  or  municipal  finance  underwritings,  decreased  ticket  volume in the
discount  brokerage  industry,  limited  trading  opportunities,   increases  in
expenses and changes in net capital or other regulatory requirements.

Critical Accounting Policies

The Company  generally  follows  accounting  policies  standard in the brokerage
industry and  believes  that its policies  appropriately  reflect its  financial
position  and  results  of  operations.  Management  has  identified  the use of
"Estimates" as its critical  policy.  The estimates  relate primarily to revenue
and expense items in the normal course of business as to which no confirmations,
invoices or other documentation is received by the Company at the time the books
are  closed  for a period.  The  Company  uses its best  judgment,  based on its
knowledge of 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
actual  confirmations,  invoices or other documentation is subsequently received
by the  Company.  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.

Business Environment

The bear market continued unabated through the second quarter and into July. The
averages  are near their post  September  11, 2001 lows.  Recent  corporate  and
accounting  scandals  also have taken a toll on the public's  confidence  in the
reliability of corporate  information and the result has been a lack of interest
in buying stocks. Competition in the brokerage industry remains intense.

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.



                                      -8-
<PAGE>


Recent Developments

On April 30, 2002,  Siebert  signed a Strategic  Alliance  Agreement with Intuit
Inc.  ("Intuit")  to offer a full line of online and telephone  based  brokerage
services to customers of Quicken and Quicken.com (the  "Alliance").  Pursuant to
the  Alliance,  Siebert  and Intuit  will  share the  revenue  from and  certain
expenses of the  Alliance.  During the three  months ended June 30, 2002 Siebert
recognized as an expense  one-time  start-up  costs of $1.3 million for advisory
and legal fees and costs of $948,000 for the  development  and  marketing of the
new offering.

On April 30, 2002,  Siebert  signed a fully  disclosed  clearing  agreement (the
"Clearing  Agreement")  with the  Pershing  Division  of  Donaldson,  Lufkin,  &
Jenrette Securities Corporation ("Pershing"). Pursuant to the Clearing Agreement
and the  Alliance,  Siebert and Intuit will advance  Pershing $1.5 million which
they are  entitled  to  recoup  from  Pershing  in equal  installments,  without
interest,  over the initial three years of the Clearing Agreement.  In addition,
Siebert  and  Intuit  will  incur  one-time  charges  aggregating  approximately
$423,000 for the setup of the Alliance's  website and related  matters.  Siebert
and Intuit will share  equally in the advance and the  one-time  charges.  As of
June 30, 2002, the advance and one-time  charges have not been billed by or paid
to Pershing.

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, 2002, 548,800 shares have
been  purchased at an average price of $5.03 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.

Results of Operations

The Company's  results of operations for the three and six months ended June 30,
2002 have been adversely impacted by the planned investment in the Alliance that
the Company believes provides a significant long-term growth opportunity for the
Company.  The Company  believes that its core business is performing well, given
the current difficult business environment for discount and online brokers.

The  Company  has  reduced  expenses  in its WFN  subsidiary  for the  three and
six-month  periods ended June 30, 2002 by $199,000 and  $470,000,  respectively,
over the same periods in 2001. These expense  reductions  occurred  primarily in
the  "Advertising and Promotion" and  "Communication"  expense  categories.  The
Company  anticipates making further reductions in the expenses of WFN later this
year.

Development  and  marketing  costs for the next 12 months for the  Alliance  are
expected to exceed revenues generated from the new accounts, which may result in
losses for the Company.

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001

Total  revenues for the three months  ended June 30, 2002 were $6.4  million,  a
decrease of $2.2 million, or 26% over the same period in 2001.

Commission  and fee income  for the three  months  ended June 30,  2002 was $5.1
million, a decrease of $1.1 million or 18% over the same period in 2001 due to a
substantial  reduction in trading volume as result of the bear market conditions
prevailing during 2002.

Investment  banking  revenues  for the three  months  ended  June 30,  2002 were
$278,000, a decrease of $632,000 or 69% over the same period in 2001 due to less
activity in the new issue market generally.


                                      -9-
<PAGE>


Income from the Company's equity investee,  Siebert, Brandford Shank & Co., LLC,
an entity in which the  Company  holds a 49% equity  interest  ("SBS"),  for the
three months ended June 30, 2002 was $503,000 compared to income of $884,000,  a
decrease  of  $381,000  or 43%  over the same  period  in 2001 due to  decreased
activity  in the  municipal  bond  market.  SBS  serves  as an  underwriter  for
municipal bond offerings.

Trading  profits were  $316,000  for the three  months  ended June 30, 2002,  an
increase  of  $113,000  or 56%  over the same  period  in 2001 due to  increased
transactional volume in fixed-income securities.

Interest and dividends for the three months ended June 30, 2002 were $202,000, a
decrease  of  $164,000  or 45% over the same  period  in 2001  primarily  due to
slightly  lower cash balances  available for temporary  investment  coupled with
lower interest rates.

Total expenses for the three months June 30, 2002 were $7.9 million, an increase
of $1.2 million or 18% over the same period in 2001.

Employee compensation and benefit costs for the three months ended June 30, 2002
were $2.2  million,  a decrease of $333,000 or 13% over the same period in 2001.
This  decrease  was  primarily  due to a decrease  in  personnel  due to the low
trading   volumes,   a  decrease  in  commission   payouts  and  a  decrease  in
discretionary payments to employees.

Clearing and floor  brokerage fees for the three months ended June 30, 2002 were
$938,000,  a decrease of $130,000 or 12% over the same period in 2001  primarily
due to the decreased volume of trade executions.

Advertising and promotion expenses for the three months ended June 30, 2002 were
$682,000,  a decrease  of  $247,000  or 27% over the same  period in 2001 due to
decreased advertising and promotion expenditures by Siebert that were offset, in
part, by an increase in promotional expenses for the Alliance.

Communications expense for the three months ended June 30, 2002, was $592,000, a
decrease of $162,000  or 21% over the same period in 2001 due  primarily  to the
lower  volume of call  traffic as a result of low  trading  volumes  and savings
derived from the phased installation of a new telephone system starting in 2001.

Occupancy  costs  for the three  months  ended  June 30,  2002 was  $224,000,  a
decrease of $14,000 or 6% over the same period in 2001.  This  decrease  was due
primarily due to the closure of the Freemont,  California branch office, as well
as the  consolidation  of  office  space in New York  City as a result of taking
additional office space in Jersey City, New Jersey.

Other general and administrative expenses were $3.2 million, an increase of $2.1
million or 187% from the same period in 2001.  This  increase was  primarily the
result of the  one-time  start-up  costs of $1.3  million for advisory and legal
fees  incurred in  connection  with the  Alliance  and costs of $541,000 for the
development of the full line of online and telephone  based  brokerage  services
pursuant to the Alliance to customers of Quicken and Quicken.com.  This increase
was offset, in part, by net savings in other general and administrative  expense
categories.

For the three months  ended June 30,  2002,  there was a tax benefit of $622,000
due to the  Company's  loss  before  income tax of $1.5  million.  For the three
months ended June 30, 2001, the provision for income taxes was $858,000.


Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

Total  revenues  for the six months  ended June 30, 2002 were $12.6  million,  a
decrease of $5.8 million, or 32%, over the same period in 2001.

Commission  and fee  income for the six  months  ended  June 30,  2002 was $10.3
million, a decrease of $4.3 million or 30% over the same period in 2001 due to a


                                      -10-
<PAGE>

substantial  reduction in trading volume as result of the bear market conditions
prevailing during 2002.

Investment  banking  revenues  for the six  months  ended  June  30,  2002  were
$802,000,  a decrease  of  $298,000  or 27% over the same  period in 2001 due to
decreased activity in the new issue market generally.

Income from the Company's  equity  investee,  SBS, for the six months ended June
30, 2002 was  $625,000,  compared  to income of $1.5  million for the six months
ended June 30, 2001 due to depressed municipal bond market conditions.

Trading  profits  for the six  months  ended  June 30,  2002 were  $527,000,  an
increase of $53,000 or 11% over the same period in 2001.

Interest and dividends for the six months ended June 30, 2002 were  $340,000,  a
decrease  of  $446,000  or 57% over the same  period  in 2001  primarily  due to
slightly  lower cash balances  available for temporary  investment  coupled with
lower interest rates.

Total expenses for the six months June 30, 2002 were $13.6  million,  a decrease
of $1.4 million or 9% over the same period in 2001.

Employee  compensation  and benefit costs for the six months ended June 30, 2002
were $4.6  million,  a decrease  of $1.1  million or 19% over the same period in
2001.  This decrease was primarily due to a decrease in personnel due to the low
trading   volumes,   a  decrease  in  commission   payouts  and  a  decrease  in
discretionary payments to employees.

Clearing  and floor  brokerage  fees for the six months ended June 30, 2002 were
$1.9  million,  a  decrease  of  $501,000  or 21% over the same  period  in 2001
primarily due to the decreased volume of trade executions.

Advertising  and promotion  expenses for the six months ended June 30, 2002 were
$1.1 million,  a decrease of $851,000 or 44% over the same period in 2001 due to
decreased advertising and promotion expenditures by Siebert that were offset, in
part, by an increase in promotional expenses for the Alliance.

Communications  expense for the six months ended June 30, 2002 was $1.1 million,
a decrease of $411,000 or 26% over the same period in 2001 due  primarily to the
lower  volume of call  traffic as a result of low  trading  volumes  and savings
derived from the phased installation of a new telephone system during 2001.

Occupancy costs for the six months ended June 30, 2002 was $461,000,  a decrease
of $36,000 or 7% over the same period in 2001.  This  decrease was due primarily
to the  closure  of the  Freemont,  California  branch  office,  as  well as the
consolidation of office space in New York City as a result of taking  additional
office space in Jersey City, New Jersey.

Other general and administrative expenses were $4.5 million, an increase of $1.4
million or 47% over the same period in 2001.  This  increase was  primarily  the
result of the  one-time  start-up  costs of $1.3  million for advisory and legal
fees incurred in connection  with the Strategic  Alliance  Agreement with Intuit
Inc.  and costs of $541,000 for the  development  of the full line of online and
telephone  based  brokerage  services  pursuant to the  Alliance to customers of
Quicken  and  Quicken.com.  This  increase  was offset in part by net savings in
other general and administrative expense categories.

For the six months ended June 30, 2002, there was as tax benefit of $440,000 due
to the  Company's  loss before  income tax of $1.1  million.  For the six months
ended June 30, 2001, the provision for income taxes was $1.5 million.



                                      -11-
<PAGE>


Liquidity and Capital Resources

The Company's  assets are highly  liquid,  consisting  generally of cash,  money
market funds and marketable securities.  Siebert's total assets at June 30, 2002
were $40.1 million. As of that date, $31.6 million, or 77%, 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, 2002, Siebert's regulatory net capital
was $19.1 million, $18.9 million in excess of its minimum capital requirement of
$250,000.

Pursuant to the Clearing  Agreement  and the  Alliance,  Siebert and Intuit will
advance Pershing $1.5 million which they are entitled to recoup from Pershing in
equal  installments,  without  interest,  over the  initial  three  years of the
Clearing Agreement. In addition,  Siebert and Intuit will incur one-time charges
aggregating  approximately  $423,000 for the setup of the Alliance's website and
related  matters.  Siebert and Intuit will share  equally in the advance and the
one-time charges. As of June 30, 2002, the advance and one-time charges have not
been billed by or paid to Pershing. Development and marketing costs for the next
12 months for the Alliance are expected to exceed  revenues  generated  from the
new  accounts,  which may result in losses for the  Company.  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, 2004, at which time SBS is
obligated  under the  terms of the  facility  to repay to  Siebert  any  amounts
borrowed.

Impact of Inflation

General  inflation  in  the  economy  increases   operating   expenses  of  most
businesses.  The Company has provided  compensation  increases generally in line
with the inflation rate and incurred higher prices for goods and services. While
the Company is subject to inflation as described above, management believes that
inflation  currently does not have a material effect on the Company's  operating
results,  but there can be no assurance  that this will continue to be so in the
future.

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.


                                      -12-
<PAGE>


Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds

                  None


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 4, 2002.  At that  meeting,  the
following matters were voted on and received the votes indicated:

(1)      Election of Directors        For               %        Withheld
                                      ---               -        --------------

Muriel F. Siebert                   22,198,202          98.7       286,417

Nicholas P. Dermigny                22,198,202          98.7       286,417

Patricia L. Francy                  22,198,202          98.7       286,417

Daniel Jacobson                     22,198,202          98.7       286,417

Leonard M. Leiman                   22,198,202          98.7       286,417

Jane H. Macon                       22,198,202          98.7       286,417

(2)  Proposal  to adopt  the  Amendment  of the 1997  Stock  Option  Plan to (a)
increase the aggregate number of shares  available for issuance  thereunder from
2,100,000 to 4,200,000,  (b) increase the aggregate number of shares that may be
covered by option grants to any particular  participant from 400,000 to 750,000,
(c) permit the Board of Directors to grant options to non-employee directors, an
(d) make certain other  changes to the terms of the 1997 Stock Option Plan,  all
as fully  disclosed  in the Proxy  Statement.  The  proposal  received the votes
indicated:

For:  20,330,270, or 98%, Against:  397,511, Abstained 17,233



Item 5.  Other Information

                  None



                                      -13-
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

       (a)    Exhibits.

                     10.11 Strategic Alliance  Agreement,  dated as of April 29,
              2002, by and between  Intuit Inc,  Muriel  Siebert & Co., Inc. and
              Investment Solution, Inc.

                     10.12 Fully Disclosed Clearing  Agreement,  dated April 30,
              2002, by and between the Pershing  Division of  Donaldson,  Lufkin
              and Jenrette Securities Corporation and Muriel Siebert & Co., Inc.

       (b)    Reports on Form 8-K

                      None

                                      -14-
<PAGE>

                                   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.

         Name                          Title                           Date


/s/ Muriel F. Siebert          Chair, President and Director     August 14, 2002
------------------------       (principal executive officer)
Muriel F.  Siebert


/s/ Stephen G. Baker           Chief Financial Officer           August 14, 2002
------------------------       and Assistant Secretary
Stephen G. Baker               (principal financial and
                               accounting officer)




                                      -15-