SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                   FORM 10-QSB
                     Quarterly Report Pursuant to Section 13
                 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended March 31, 1997     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                       (I.R.S. Employer
    incorporation or organization)                     Identification Number)


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


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



              Former name, former address and former fiscal year,
                       if changed since last report: None


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

                   Yes      X                      No  
                        ---------                      ---------

State the number of shares outstanding of each of the issuer's classes of common
stock,  as of the  latest  practical  date:  5,237,610  shares of  Common  Stock
outstanding on May 8, 1997.


Transitional Small Business Disclosure Format: Yes     X          No 
                                                    -------           --------




<PAGE>






                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME

                                  (Unaudited)
                                                      For the Three Months Ended
                                                                March 31,
                                                      --------------------------
                                                           1997          1996
                                                        ----------    ----------
Revenues:
   Commissions                                          $4,954,280    $5,080,919
   Trading profits                                         301,413       483,656
   Interest and dividends                                  136,502       199,483
   Investment banking                                      287,049       719,376
                                                        ----------    ----------
   Total revenues                                        5,679,244     6,483,434
                                                        ----------    ----------
Expenses:
   Salaries, commissions and employee benefits           1,821,896     1,747,867
   Clearing fees, including floor brokerage              1,132,850     1,116,018
   Advertising and promotion                               901,086     1,214,722
   Communications                                          432,162       315,065
   Interest                                                 92,075        69,386
   Rent and occupancy                                      162,755        89,793
   Other general and administrative                        705,834       603,382
                                                        ----------    ----------
   Total expenses                                        5,248,658     5,156,233
                                                        ----------    ----------
Income before provision for taxes                          430,586
Provision for income taxes - current                       182,103
                                                        ----------
Net income                                              $  248,483
                                                        ==========
Net income - historical                                                1,327,201
Pro forma provision for income taxes (1)                                 584,000
                                                                      ----------
Pro forma net income                                                  $  743,201
                                                                      ==========
Per share of common stock:
    Net income                                          $     0.05
                                                        ==========
    Pro forma net income                                              $     0.14
                                                                      ==========
Weighted average common
  shares deemed outstanding                              5,236,485     5,235,897
                                                        ==========    ==========


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

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

                                      - 2 -



<PAGE>

                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)


                                     ASSETS
                                                                  March 31,
                                                                    1997
                                                                 -----------

Cash and cash equivalents                                        $3, 576,171
Securities owned, at market value                                  9,330,010
Receivable from brokers and dealers                                     --

Secured demand note receivable from majority shareholder           2,000,000
Property and equipment, net                                          488,791
Investment in affiliate                                              392,000
Prepaid expenses and other assets                                    520,226
                                                                 -----------

T O T A L                                                        $16,307,198
                                                                 ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Payable to brokers and dealers                                   $ 2,976,365
Accounts payable and accrued liabilities                           2,527,171
Securities sold, not yet purchased, at market value                  482,555
                                                                 -----------

T o t a l                                                          5,986,091
                                                                 -----------

Commitments and contingencies

Liabilities to majority shareholder
  subordinated to claims of general creditors                      3,000,000

Shareholders' equity:
Common stock, $.01 par value, 49,000,000 shares
  authorized, 5,237,610 shares outstanding
  at March 31, 1997                                                   52,376
Additional paid-in capital                                         6,742,091
Retained earnings                                                    526,640
                                                                 -----------
Total shareholders' equity                                         7,321,107
                                                                 -----------

T O T A L                                                        $16,307,198
                                                                 ===========

  The acocmpanying notes to financial statements are an integral part hereof, 






                                      - 3 -



<PAGE>
<TABLE>
<CAPTION>
                                             SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                                  CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                        (Unaudited)

                                             Common Stock
                                             ------------
                                     Number                            Additional
                                       of              $.01 Par         Paid-In         Retained 
                                     Shares             Value           Capital         Earnings         Total
                                     ------             -----           -------         --------         -----

<S>                                 <C>                <C>             <C>              <C>            <C>       
Balance, December 31, 1996          5,235,897          $52,359         $6,771,049       $278,157       $7,101,565

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

Net income for period                                                                    248,483          248,483
                                    ---------          -------         ----------       --------       ----------

Balance, March 31, 1997             5,237,610          $52,376         $6,742,091       $526,640       $7,321,107
                                    =========          =======         ==========       ========       ==========


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



                                                 - 4 -
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                        SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)

                                                               Three months ended
                                                                      March 31, 
                                                            ------------------------- 
                                                                1997          1996
                                                            -----------    ----------

<S>                                                         <C>            <C>  
Cash flows from operating activities:
   Net income                                               $   248,483    $ 1,327,201
   Adjustments to reconcile net income to
     net cash provided by operating activities:
   Depreciation and amortization                                 37,996         19,219
   Changes in operating assets and liabilities:
   (Increase) in prepaid expenses and other assets              (86,488)        (4,161)
   Net decrease in securities owned, at market value            786,238      5,065,122
   Net change in receivable from/payable to brokers
     and dealers                                              4,117,804       (692,159)
   (Decrease) in accounts payable and accrued liabilities      (296,829)    (5,253,581)
   Net (decrease) in securities sold, net yet
     purchased, at market value                                (964,588)      (247,355)
                                                            -----------    -----------
   Net cash provided by operating activities                  3,842,616        214,286
                                                            -----------    -----------
Cash flows from investing activities:
   Purchase of property and equipment                           (76,533)       (10,091)
   Investment in inactive affiliate                            (392,000)
                                                            -----------    -----------
   Net cash (used in) investing activities                     (468,533)       (10,091)
                                                            -----------    -----------
Cash flows from financing activities:
   Subordinated loan borrowings from majority shareholder                      500,000
   Cost of issuance of shares to shareholders
      rounding up to nearest 100 shares, net
      of proceds of offering                                    (28,941)
                                                            -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                     3,345,142        704,195

Cash and cash equivalents - beginning of period                 231,029        164,071
                                                            -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                   $ 3,576,171    $   868,266
                                                            ===========    ===========

Supplemental disclosure of cash flow information:
Cash paid for:
   Interest totaled $92,075 in 1997 and $69,386 in 1996.
   Income and franchise taxes totaled $50,075 in 1997 and $11,000 in 1996.




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

                                        -5-

</TABLE>



<PAGE>


                     SIEBERT FINANCIAL CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1997
                                   (Unaudited)

(1) Basis of Presentation

     The  consolidated  financial  statements  include  the  accounts of Siebert
     Financial Corp. (the "Company") and subsidiary.  All material  intercompany
     balances have been eliminated.  The statements are unaudited;  however,  in
     the opinion of management,  all adjustments considered necessary to reflect
     fairly  the  Company's   financial  position  and  results  of  operations,
     consisting of normal recurring adjustments, have been included.

     The accompanying  consolidated  financial  statements do not include all of
     the information  and footnote  disclosures  normally  included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles.  Accordingly, the statements should be read in conjunction with
     the audited financial statements included in the Company's Annual Report on
     Form 10-K for the year ended  December 31,  1996.  Because of the nature of
     the  Company's  business,  the  results  of  any  interim  period  are  not
     necessarily indicative of results for a full year.

(2) Net Capital

     At March 31,  1997 and 1996,  Siebert  had net  capital of  $7,604,150  and
     $7,474,113,  respectively,  as compared  with net capital  requirements  of
     $250,000.

(3) Issuance of Shares

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

(4) Investment in Inactive Affiliate

     Siebert  invested  $392,000  and two of its officers  invested  $408,000 in
     Members'  Capital in Siebert,  Brandford,  Shank & Co.,  LLC, a new limited
     liability  company and broker  dealer which will succeed to the business of
     Siebert's  Siebert,  Brandford,  Shank  Division as soon as all  regulatory
     requirements  have been  completed.  Siebert will also  provide  additional
     regulatory  capital in the form of a $1.2 million 10% secured  demand note.
     From April 1, 1997, any further net operating losses will be shared between
     the principals (51%) and Siebert (49%) from the capital of the new company;
     prior operating  losses  absorbed by Siebert,  including the March quarter,
     will  be  recovered  before  future  profits,  after  interest  on  capital
     contributions at 10%, are shared on a similar 51%/49% basis.


                                      - 6 -



<PAGE>

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

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

Business Environment

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

     The Company,  like other securities  firms, is directly affected by general
economic and market  conditions  including  fluctuations in volume and prices of
securities,  changes and prospects for changes in interest  rates and demand for
brokerage and investment banking services, all of which can affect the Company's
relative profitability. In periods of reduced market activity,  profitability is
likely to be adversely affected because certain expenses, including salaries and
related costs,  portions of communications costs and occupancy expenses,  remain
relatively fixed. Accordingly,  earnings for any period should not be considered
representative of any other period.

Recent Developments

     For the three months ended March 31, 1997,  revenues  were $5.7 million and
net income and earnings per share were $248,000 and $.05, respectively. Revenues
for the three months  ended March 31, 1996,  were $6.5 million and pro forma net
income and earnings  per share were  $743,000  and $.14,  respectively.  The net
income and per share results for last year are pro forma for the merger effected
with J. Michaels, Inc. and reverse split in November 1996.

     Overall  revenue  for the  first  quarter  trailed  last  year by 12% while
overall  expenses  increased  2%.  Decreases  in trading  profits,  interest and
dividend  income and corporate  syndicate  revenues  contributed  to the overall
decrease in revenues.

     Retail  discount   brokerage   operating  income  increased  about  20%  to
approximately  $1.2 million before start-up  operating  losses of about $350,000
for the quarter for three branch offices which were opened in late 1996.

     Tax exempt  investment  banking  revenue  increased to  $300,000;  however,
operations resulted in a pre-tax operating loss of $600,000,  $350,000 more than
the  prior  quarter,  because  of the  start-up  of the  newly  formed  Siebert,
Brandford,  Shank  Division  which  added  the cost of 26  municipal  investment
banking  professionals  and related offices.  As planned,  the operations of the
Division will be  transferred  to a jointly  owned company with the  principals,
formed as of April 1, 1997, and from that date any further net operating  losses


                                     - 7 -

<PAGE>


will be shared between the principals  (51%) and Siebert (49%);  prior operating
losses  absorbed by Siebert,  including  the March  quarter,  will be  recovered
before  future  profits,  after  interest on capital  contributions  at 10%, are
shared on a similar 51%/49% basis. The new company, Siebert,  Brandford, Shank
& Co., LLC,  appears to be gathering  momentum in its  marketplace and improving
results are expected as the year progresses. Recent appointments as lead manager
for offerings anticipated to raise $160 million in the aggregate are expected to
take place in the second and third quarters of 1997;  awarding  clients  include
Detroit Water, Detroit Public Schools and the State of California.

Results of Operations

     Three Months ended March 31, 1997  Compared to Three Months ended March 31,
1996

     Total revenues for the first three months of 1997 were  approximately  $5.7
million,  a decrease  of  approximately  $800,000  or 12 % over the first  three
months  of 1996.  Revenues  decreased  in all  categories  although  commissions
declined only slightly.

     Commissions  and  fees  decreased  $127,000  or 2 % to  approximately  $5.0
million.  Both quarters reflected strong bull markets but reduced advertising in
the current quarter may have contributed to the slight reduction in commissions.

     Trading  profits  decreased  $182,000  or 38 % to  $301,000  continuing  to
reflect less volatile  markets and reduced trading  opportunities  in the firm's
principal proprietary trading activity, listed bond funds.

     Interest  and  dividends  decreased  $63,000  or 32 % to  $137,000  due  to
decreases in long proprietary  trading positions and in trading strategies which
generated dividend income.

     Investment  banking  income  decreased  $432,000  or  60% to  $287,000  due
primarily to decreased participation in equity underwritings over the prior year
period  due to a sharp  fall off in large  underwritings  and a trend to smaller
syndicates  that make it difficult for  non-originating  firms to participate in
offerings.

     Total  costs and  expenses  for the first  three  months of 1997 were $ 5.2
million, an increase of $92,000 or 2% over the first three months of 1996. Costs
increased in all categories except advertising and promotion.

     Compensation and benefit costs increased  $74,000 or 4% to $1.8 million due
to the addition of the additional tax exempt investment  banking staff offset by
reduced incentive compensation provisions due to reduced contractual performance
incentives and discretionary staff bonuses.

     Clearing and brokerage fees increased $17, 000 or 2% to $1.1 million.  Such
costs increased slightly while commissions declined slightly because of a refund
of charges in the year ago quarter  from a prior period and a small shift in the
current quarter to products having relatively higher clearing charges.

     Advertising  and promotion  expense  decreased  $314,000 or 26% to $900,000
million  due to  reduced  promotional  charitable  contributions  related to the

                                     - 8 -

<PAGE>



decrease in equity  syndicate  business  and reduced  national  advertising  and
related  production  costs  offset  to  some  extent  by  a  series  of  special
promotional mailing programs.

     Communications expense increased $117,000 or 37% to $432,000 as more retail
client services were offered  directly  on-line and due to the activities of the
additional tax exempt investment banking staff.

     Interest  expense  increased  $23,000 or 33% to $92,000  due an increase in
subordinated  borrowings  and greater use of margin  borrowings  by  proprietary
trading activities.

Rent and occupancy  costs  increased  $73, 000 or 81% to $163,000 due to opening
three new retail offices and seven new tax exempt investment  banking offices in
the fourth quarter of 1996.

     Other  general and  administrative  expenses  increased  $102,000 or 17% to
$705,000  primarily  reflecting  travel and related  expenses related to the new
business activity of the much larger tax exempt  investment  banking staff and a
range of miscellaneous costs associated with opening new retail offices.

     The  provision  for income  taxes and net income  compared to the pro forma
provision for income taxes and pro forma net income each decreased about 68% due
to a similar decrease in income before provision for taxes.

Liquidity and Capital Resources

     Siebert's  assets are highly liquid,  consisting  generally of cash,  money
market funds and securities  freely salable in the open market.  Siebert's total
assets at March 31, 1997 were $16.3 million, of which $2.0 million took the form
of a secured  demand  note.  $12.9  million or 79% of total  assets  were highly
liquid.

     Siebert is subject to the net capital  requirements  of the  Securities and
Exchange   Commission,   the  New  York  Stock  Exchange  and  other  regulatory
authorities.  At March 31, 1997,  Siebert's net capital was $ 7.6 million,  $7.3
million in excess of its minimum capital requirement of $250,000.

Risk Management

     The principal credit risk to which Siebert is exposed on a regular basis is
to  customers  who fail to pay for their  purchases  or who fail to maintain the
minimum required collateral for amounts borrowed against securities positions.

     Siebert  has  established   policies  with  respect  to  maximum   purchase
commitments for new customers or customers with inadequate collateral to support
a  requested  purchase.  Managers  have some  flexibility  in  allowing  certain
transactions.  When transactions occur outside normal guidelines,  such accounts
are  monitored  closely until their  payment  obligation  is  completed;  if the
customer does not meet the commitment, steps are taken to close out the purchase
and minimize any losses.

     Siebert  has a  risk  unit  specifically  responsible  for  monitoring  all
customer  positions for the  maintenance of required  collateral.  The unit also
monitors  accounts  that may be  concentrated  unduly in one or more  securities

                                     - 9 -

<PAGE>


whereby a significant decline in the value of a particular concentrated security
could reduce the value of the  account's  collateral  below the  account's  loan
obligation.

     Siebert has not had significant credit losses in the last five years.

                           PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

    27 - Financial Data Schedule (Edgar filing only)

(b) Reports on Form 8-K

     On March 5, 1997, the Company filed a Current Report on Form 8-K disclosing
pursuant to Item 8 of such Form a change in the Company's fiscal year from March
31 to  December 31 of each year,  such change to take effect as of December  31,
1996.

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned  thereunto
duly authorized.

                                     SIEBERT FINANCIAL CORP.


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


Date: May 14, 1997                   By: /s/ T. K. Flatley
                                        ----------------------------------------
                                                  T. K. Flatley
                                                  Executive Vice President
                                                  and Assistant Secretary
                                                  (Principal Financial and 
                                                   Accounting Officer)

                                     - 10 -