SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

             For the transition period from __________ to __________

                          Commission File Number 0-5703

                             SIEBERT FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

               New York                              11-1796714
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

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

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

                         Former address: Not Applicable
                         ------------------------------
              (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  Securities  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 [ ]

The number of shares of the registrant's  common stock outstanding as of May 11,
1999 was 22,194,553.

<PAGE>

         UNLESS OTHERWISE INDICATED,  ALL INFORMATION IN THIS FORM 10-Q HAS BEEN
ADJUSTED  TO REFLECT A 4-FOR-1  STOCK SPLIT  EFFECTED  APRIL 7, 1998 (THE "STOCK
SPLIT"). 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,  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
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  DIVISION,  LIMITED  TRADING  OPPORTUNITIES,   INCREASES  IN
EXPENSES,  CHANGES IN NET  CAPITAL OR OTHER  REGULATORY  REQUIREMENTS  AND RISKS
RELATED TO THE YEAR 2000.

         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,  INCLUDING  PROSPECTIVE FINANCING  ARRANGEMENTS.  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.


PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                       2

<PAGE>

<TABLE>
<CAPTION>
                                     SIEBERT FINANCIAL CORP. & SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                                 MARCH 31, 1999  DECEMBER 31,
                                                                                  (UNAUDITED)       1998

<S>                                                                                <C>           <C>        
ASSETS
Cash and cash equivalents                                                          $16,179,000   $ 6,499,000
Cash equivalents - restricted                                                        1,300,000     1,300,000
Receivable from clearing broker                                                      3,051,000     2,572,000
Securities owned, at market value                                                    4,457,000     4,490,000
Secured demand note receivable from stockholder                                      2,000,000     2,000,000
Furniture, equipment and leasehold improvements, net                                   675,000       657,000
Investment in affiliate                                                              1,115,000     1,572,000
Deferred financing costs                                                                    --       270,000
Deferred tax asset                                                                   1,391,000            --
Prepaid expenses and other assets                                                      953,000       850,000
                                                                                   -----------   -----------

                                                                                   $31,121,000   $20,210,000
                                                                                   ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value                                $ 1,208,000   $   567,000
Accounts payable and accrued liabilities                                             2,355,000     2,688,000
                                                                                   -----------   -----------

                                                                                     3,563,000     3,255,000
                                                                                   -----------   -----------
Commitments and contingent liabilities

Subordinated borrowings payable to stockholder                                       3,000,000     3,000,000
                                                                                   -----------   -----------

Stockholders' equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
22,194,553 and 21,004,960  issued and outstanding at March 31, 1999 and December
31, 1998,
respectively                                                                           222,000       209,000
Additional paid-in                                                                  16,365,000     6,714,000
capital
Retained earnings                                                                    7,971,000     7,032,000
                                                                                   -----------   -----------

                                                                                    24,558,000    13,955,000
                                                                                   -----------   -----------
                                                                                   $31,121,000   $20,210,000
                                                                                   ===========   ===========
</TABLE>


                                See notes to consolidated financial statements

                                                      3

<PAGE>

<TABLE>
<CAPTION>
SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)


                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                           -------------------------
                                                               1999          1998
                                                           -----------   -----------
<S>                                                        <C>           <C>        
Revenues:
         Commissions and fees                              $ 6,232,000   $ 4,596,000
         Investment banking                                    278,000     1,493,000
         Trading profits                                       242,000       339,000
         Income from equity investee                           176,000            --
         Interest and dividends                                206,000       163,000
                                                           -----------   -----------


                                                             7,134,000     6,591,000
                                                           -----------   -----------

Expenses:
         Employee compensation and benefits                  1,892,000     2,348,000
         Clearing fees, including floor brokerage            1,101,000     1,065,000
         Advertising and promotion                             722,000       450,000
         Communications                                        520,000       409,000
         Occupancy                                             110,000       196,000
         Interest                                               52,000       100,000
         Other general and administrative                      897,000       782,000
                                                           -----------   -----------

                                                             5,294,000     5,350,000
                                                           -----------   -----------

Income before income taxes                                   1,840,000     1,241,000

Provision for income taxes                                     809,000       436,000
                                                           -----------   -----------

Net income                                                 $ 1,031,000   $   805,000
                                                           ===========   ===========

Net income per share of common stock - basic and diluted   $      0.05   $      0.04

Weighted average shares outstanding - basic                 21,922,769    20,992,018

Weighted average shares outstanding - diluted               22,492,822    21,608,615
</TABLE>


                 See notes to consolidated financial statements.

                                       4

<PAGE>

<TABLE>
<CAPTION>
SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
                                                                                                   THREE MONTHS ENDED
                                                                                                        MARCH 31,
                                                                                              ----------------------------
                                                                                                  1999            1998
                                                                                              ------------    ------------

<S>                                                                                           <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                                                           $  1,031,000    $    805,000
         Adjustments to reconcile net income to net cash (used in) provided by
                  operating activities:
                           Depreciation and amortization                                            84,000          39,000
            Noncash compensation                                                                        --          25,000
            Utilization of deferred tax asset                                                      809,000              --
            Income from equity investee                                                           (176,000)             --
                           Changes in operating assets and liabilities:
                             Net (increase) decrease in securities owned, at market value           33,000      (4,561,000)

                             Net (increase) decrease in receivable from clearing broker           (479,000)      4,467,000

                             (Increase) decrease in prepaid expenses and other assets              (81,000)       (205,000)

                             Net increase (decrease) in securities sold, not yet purchased,
                               at market value                                                     641,000      (1,656,000)
                             Increase (decrease) in accounts payable and accrued
                               Liabilities                                                        (345,000)        630,000
                                                                                              ------------    ------------

                                    Net cash provided by operating activities                    1,517,000         456,000
                                                                                              ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of furniture, equipment and leasehold improvements                              (103,000)       (111,000)
         Distribution from equity investee                                                         632,000              --
                                                                                              ------------    ------------

                                    Net cash provided by (used in) investing activities            529,000        (111,000)
                                                                                              ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Dividend on common stock                                                                  (79,000)        (19,000)
         Proceeds from exercise of options                                                         530,000              --
    Proceeds from rights offering                                                                7,183,000              --
                                                                                              ------------    ------------

                                    Net cash provided by (used in) financing activities          7,634,000         (19,000)
                                                                                              ------------    ------------

                                    Net increase (decrease) in cash and cash equivalents         9,680,000        (586,000)

Cash and cash equivalents - beginning of period                                                  6,499,000       4,394,000
                                                                                              ------------    ------------

Cash and cash equivalents - end of period                                                     $ 16,179,000    $  3,808,000
                                                                                              ============    ============

SUPPLEMENTAL CASH FLOW DISCLOSURES:
         Cash paid for:
                  Interest                                                                    $     52,000    $    100,000
             Income taxes                                                                     $    464,000         337,000

NONCASH INVESTING AND FINANCING ACTIVITIES:
   Dividends declared                                                                               91,000    $     19,000
     Deferred taxes (see note 4)                                                              $  1,391,000              --


                                      See notes to consolidated financial statements.
</TABLE>
                                                             5

<PAGE>

SIEBERT FINANCIAL CORP. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)

1.   ORGANIZATION AND 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. ("MSC"). 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-KSB for the year ended  December 31, 1998.  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:

       MSC is subject to the  Securities and Exchange  Commission's  Uniform Net
       Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net
       capital. MSC has elected to use the alternative method,  permitted by the
       rule, which requires that MSC maintain  minimum net capital,  as defined,
       equal to the greater of $250,000 or 2 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 5 percent of  aggregate  debits.) As of March 31, 1999 and  December
       31,  1998,  MSC  had  net  capital  of   approximately   $12,100,000  and
       $11,124,000,  respectively,  as compared with net capital requirements of
       $250,000.

3.   STOCK SPLIT:

       On April 7, 1998,  the Company split its stock 4 for 1 in order to comply
       with the rules of The NASDAQ Stock Market,  Inc.  relating to listings on
       the NASDAQ SmallCap Market. All share and per share data contained herein
       have been retroactively adjusted to reflect this stock split.

4.   DEFERRED TAXES:

       During the quarter  ended March 31, 1999 the Company  recorded a deferred
       tax asset of, and  increased  additional  paid-in  capital by $ 2,200,000
       arising from the  deductibility  of the  difference  between the exercise
       price of the  options  and the market  value of the stock on the dates of
       exercise  of the  options.  During the  quarter  ended March 31, 1999 the
       Company  utilized $ 809,000 of the  deferred  tax asset to offset  income
       taxes  payable  leaving a balance of $ 1,391,000 at March 31,  1999.  The
       Company believes that it is more likely than not that it will utilize the
       remaining  deferred tax asset and accordingly no valuation  allowance has
       been provided.

                                       6

<PAGE>

5.   CAPITAL TRANSACTIONS:

       On January 15, 1999 the Company issued 961,000 shares of its common stock
       in connection with a rights offering to its  shareholders.  Proceeds were
       $7.50 a share, or approximately $7,200,000.  The proceeds after deducting
       expenses of approximately  $250,000 were credited $19,600 to common stock
       and $7,176,000 to additional paid in capital.

       Employees and directors  exercised 227,240 options on common stock during
       the  quarter   ended  March  31,   1999.   Proceeds  of  the   exercises,
       approximately $530,000, were credited $2,300 to common stock and $528,000
       to  additional  paid in capital.  The exercise gave rise to an income tax
       deduction  of  $5,000,000  resulting  in a  deferred  income tax asset of
       $2,200,000,  $809,000  was  utilized  during the quarter  ended March 31,
       1999. (see Note 4)

6.   SUBSEQUENT EVENT:

       On May 6, 1999, the Company and MSC signed a definitive  merger agreement
       to acquire  Andrew Peck  Associates,  Inc.  ("Peck"),  a  privately  held
       discount   brokerage  firm  located  in  Jersey  City,  New  Jersey.  The
       shareholders of Peck will receive 600,000 shares of the Company's  common
       stock in  exchange  for 100% of the  stock of Peck.  The  merger  will be
       accounted as a pooling of interests.

                                       7

<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

BUSINESS ENVIRONMENT

         Market  conditions  during the first three  months of 1999  reflected a
continuation of the 1996 bull market characterized by record volume, record high
market  levels  and  large  daily  swings  in the  market  averages.  Meanwhile,
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
impose and also direct their  executions  to captive  market  makers.  Continued
competition  from ultra low cost flat fee brokers and broader service  offerings
from other discount  brokers could 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.  Industry-wide changes in trading practices are expected to cause
continuing  pressure on fees  earned by  discount  brokers for the sale of order
flow.

         The  Company,  like other  securities  firms,  is directly  affected by
general economic and market conditions including  fluctuations in trading 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  results  of  operations.  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 earnings to be expected for
any other period.

CURRENT DEVELOPMENTS

         Siebert's  commission per customer trade is trending down as the number
of trades  executed  electronically  increases.1 For the year ended December 31,
1998,  electronic  trades accounted for an average of 25% of all Siebert trades.
This trend has continued  during 1999,  with electronic  trading  accounting for
approximately  36% of all trades  during the quarter  ended March 31, 1999,  and
approached  50% during April 1999.

         In May 1999, the Company signed a merger  agreement to purchase 100% of
the  outstanding  common  stock  of  a  discount  brokerage  firm,  Andrew  Peck
Associates,  Inc.  ("Peck").  The  closing  of the  transaction  is  subject  to
conditions  customary to a  transaction  of this type,  including  obtaining all
necessary  regulatory  approvals.  Under the merger  agreement,  the  Company is
obligated to issue  600,000  shares of its Common Stock to the  shareholders  of
Peck and Peck will be merged  into a wholly  owned  subsidiary  of the  Company,
Muriel Siebert & Co. Inc. After the merger,  Peck will cease to exist as a legal
entity and all of Peck's employees will become employees of Muriel Siebert & Co.
Inc. ("MSC").

         On January 15, 1999, the Company  completed a rights  offering in which
existing  stockholders  received the right to purchase one share of Common Stock
at $7.50 for each  share of Common  Stock  owned of record as of July 29,  1998.
Approximately  961,000 shares of

--------
1 Electronic  trading  includes:  SiebertNet,  MarketPhone,  Siebert  OnLine and
MobileBroker.

                                       8

<PAGE>

Common  Stock were  issued  pursuant  to the  rights  offering,  generating  net
proceeds  to the  Company  of  approximately  $7,000,000,  after the  payment of
offering expenses of approximately $250,000.

         In January 1999, the Company,  through its clearing agent, unveiled its
new  interactive  palm-top  service that allows  Siebert  clients to make equity
trades, receive  confirmations,  get real-time quotes and alerts, access account
data, send and receive e-mail and more - all without a phone or computer.  Using
the newest wireless two-way  interactive beeper  technology,  this beeper-sized,
4.9-ounce  battery-operated  device can be programmed to provide instant account
updates and quotes.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

         REVENUES. Total revenues for the three months ended March 31, 1999 were
$7.1 million, an increase of $543,000, or 8.2%, over the same period in 1998.

         Commission and fee income  increased $1.6 million,  or 35.6%,  over the
three months ended March 31, 1998 to $6.2 million due to higher  trading  volume
partially  offset  by lower  commissions  earned  per trade  resulting  from the
increased use of lower priced  electronic  trading,  reductions on other related
services  caused by increased  competition  from ultra low cost flat fee brokers
and  a  reduction   of  order  flow  fees.   The  portion  of  trades   executed
electronically continues to increase,  representing  approximately 36% of trades
executed for the quarter ended March 31, 1999.

         Investment  banking  revenues for the three months ended March 31, 1999
were $277,000,  a decrease of $1.2 million, or 81.4% from the three months ended
March 31,  1998,  as the Company  began  reporting  its  investment  in, and the
operations of, Siebert,  Bradford,  Shank & Co., L.L.C. ("SBS") using the equity
method of accounting in July 1998. Prior to that time, the operations of what is
now SBS were fully consolidated with those of Siebert.
SBS generates a majority of its revenues in the tax exempt underwriting area.

         Income from equity  investee (SBS) for the three months ended March 31,
1999 increased  $176,000,  as the Company began accounting for its investment in
SBS using the equity method of accounting starting in July 1998.

         Trading  profits  for the  three  months  ended  March  31,  1999  were
$242,000,  a decrease of $97,000, or 28.6% from the three months ended March 31,
1998,  primarily due to reduced  income  opportunities  in the trading of listed
bond funds, the firm's principal trading activity, coupled with the treatment of
SBS as a separate entity.

         Income from interest and dividends for the three months ended March 31,
1999 was $206,000,  an increase of $42,000, or 25.8% from the three months ended
March 31,  1998  primarily  due to  trading  strategies  which  generated  lower
dividend income,  coupled with generally lower interest rates,  offset by higher
cash balances as a result of the Company's rights offering.

         EXPENSES. Total expenses for the three months ended March 31, 1999 were
$5.3 million,  a decrease of $56,000,  or 1.0% from the three months ended March
31, 1998.

         Employee  compensation  and benefit  costs for the three  months  ended
March 31,  1999 were $1.9  million,  a decrease of  $457,000,  or 19.5% from the
three  months  ended  March  31,  1998  primarily  due to the  treatment  of the
Company's  investment  in SBS using the  equity  method of  accounting,  thereby
decreasing the number of employees on the Company's payroll.

                                       9

<PAGE>

         Clearing and floor  brokerage fees for the three months ended March 31,
1999 were $1.1  million,  an increase of $36,000,  or 3.4% from the three months
ended March 31, 1998. The increase was due to increased  volume of approximately
107%  in  executions,  offset  by a  lower  ticket  charge  and  execution  fees
associated  with the Company's new clearing  agreement with its clearing  agent,
National Financial Services Corp.

         Advertising and promotion  expense for the three months ended March 31,
1999 were  $722,000,  an increase of  $272,000,  or 60.6% from the three  months
ended  March  31,  1998 due to a  increased  level of  promotional  advertising,
including the advertisement of the Company's MobileBroker.

         Communications  expense for the three  months  ended March 31, 1999 was
$520,000,  an increase of  $111,000,  or 27.1% from the three months ended March
31, 1998  primarily due to increased  quote and news  services,  coupled with an
increase in the general business volume.

         Occupancy  costs  for the  three  months  ended  March  31,  1999  were
$110,000,  a decrease of $86,000, or 43.8% from the three months ended March 31,
1998  principally due to the treatment of the Company's  investment in SBS using
the equity method of accounting.

         Interest expense for the three months ended March 31, 1999 was $52,000,
a decrease  of  $45,000,  or 48.3% from the three  months  ended  March 31, 1998
primarily  due to the decreased use of short  positions in  proprietary  trading
activities.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
three months  ended March 31, 1999 were  $897,000,  an increase of $115,000,  or
14.7%  from the three  months  ended  March  31,  1998  primarily  due to higher
consulting and professional fees.

         TAXES.  Provision for income taxes increased for the three months ended
March 31, 1999 to  $809,000,  an increase of  $373,000,  or 85.6% from the three
months ended March 31, 1998 due to an increase in net income  before  income tax
to $1.8 million in the first three months in 1999 over $1.2 million for the same
period in 1998, and due to local taxes  received  during the quarter ended March
31, 1998.

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.  Siebert's
total  assets at March 31, 1999 were $31.1  million,  of which $2.0 million took
the form of a secured demand note issued by Muriel Siebert  bearing  interest at
an annual rate of 4%. As of March 31, 1999,  $23.7 million,  or 76.2%,  of total
assets were regarded by the Company as highly liquid.

         The Company  generated a deferred tax asset of $2,200,000  arising from
the exercise of directors' and employees' stock options during the quarter ended
March 31,  1999.  This asset was  partially  utilized to offset  $809,000 of tax
liability  during the first  quarter.  The balance will be used to offset future
tax liability.

         Siebert is subject to the net capital requirements of the SEC, the NYSE
and other regulatory  authorities.  At March 31, 1999,  Siebert's regulatory net
capital  was $12.1  million,  $11.9  million  in excess of its  minimum  capital
requirement of $250,000.

                                       10

<PAGE>

YEAR 2000

         Many  existing  computer  programs  use only two  digits to  identify a
specific year and therefore may not accurately  recognize the upcoming change in
the century. If not corrected,  many computer  applications could fail or create
erroneous  results by or at the Year 2000.  Due to the  Company's  dependence on
computer  technology  in its  operations,  and the  dependence  of the financial
services  industry  on computer  technology,  the nature and impact of Year 2000
processing  failures on the Company's business,  financial position,  results of
operations or cash flows could be material.  The Company is currently  modifying
its  computer  systems  in order to  enable  its  systems  to  process  data and
transactions   incorporating   Year  2000  dates  without   material  errors  or
interruptions.  Because systems critical to the Company's functioning other than
its computer  systems also may be affected by the century change,  the Company's
Year 2000 compliance efforts also encompass  facilities and equipment which rely
on date-dependent technology, such as, building equipment that contains embedded
technology.

         Siebert  utilizes  both  systems  housed  primarily on its own computer
network  and  systems  housed on the  computers  of third  parties,  such as its
clearing broker and payroll vendor,  to conduct its normal business  activities.
Some of the systems on its network  are  proprietary  but many are off the shelf
programs  acquired  from  vendors.  Siebert  has  inventoried  those  systems it
believes are critical to its  operations  and has received  assurances  from the
developers,  vendors and third  parties that those systems are, or will be prior
to  December  31,  1999,  Year  2000  compliant.  Although  nothing  has come to
Siebert's  attention  which would cause it to believe that the assurances it has
received are not  accurate,  the failure of one or more  critical  systems to be
Year 2000 compliant  could have a material  adverse effect on the results of its
operations.  Siebert intends to test all critical systems during 1999. The costs
incurred to date and in the future relating to this issue are not expected to be
material in the aggregate.

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.

NEW ACCOUNTING PRINCIPLES

         During 1997, and 1998, the Financial  Accounting Standards Board issued
the following account standards: Statement of Financial Accounting Standards No.
130,  "Reporting  Comprehensive  Income" (SFAS No. 130),  Statement of Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related Information" (SFAS No. 131), Statement of Financial Accounting Standards
No. 132 "Employers  Disclosures about Pension and other Post retirement  Benefit
Plans" (SFAS No. 132) and  Statement of Financial  Accounting  Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities.  The Company does
not expect any material  effect from adoption of SFAS Nos. 131, 132 and 133. The
Company will report  comprehensive  income as a component of equity.  During the
year ended  December 31, 1998 and the quarter ended March 31, 1999,  the Company
did not have any items that would be reportable as a component of  comprehensive
income other than its net income.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

FINANCIAL INSTRUMENTS HELD FOR TRADING PURPOSES:

         Through MSC, the Company maintains  inventories in exchange-listed  and
Nasdaq equity  securities on both a long and short basis.  The fair value of all
securities at March 31, 1999 was  approximately  $4.5 million in long  positions
and  approximately  $1.2  million  in short  positions.  The  fair  value of all
securities at March 31, 1998 was  approximately  $11.1 million in long positions
and  approximately  $382,000  in  short  positions.  Using a  hypothetical  10%
increase  or  decrease  in prices,  the  potential  loss or gain in fair  value,
respectively,  is  estimated  to be  approximately  $103,000  and $1.0  million,
respectively,  due to the  offset  of  change  in fair  value in long and  short
positions.

FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING:

         Working  capital is 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. 

                                       11

<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

                  None

Item 5.  OTHER INFORMATION

                  None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                  27       Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None

                                       12

<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

         NAME                                TITLE                     DATE

/s/ MURIEL F. SIEBERT              Chair, President and Director    May 13, 1999
-------------------------------    (principal executive officer)
    Muriel F.  Siebert




/s/ MITCHELL M. COHEN                Chief Financial  Officer       May 13, 1999
-------------------------------      and  Assistant Secretary
    Mitchell M.  Cohen               (principal financial and
                                     accounting officer)


                                       13