SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-QSB

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

     For the quarterly period ended MARCH 31, 1998
                                    --------------------------------------------

[ ]  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             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                     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)

     Check whether the issuer: (1) has 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.

[X]   Yes   [ ]  No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Check whether the registrant filed all documents and reports to be filed by
Sections  12,  13,  or 15(d) of the  Exchange  Act  after  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 MAY 8, 1998, THERE WERE
20,993,640 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OUTSTANDING.

     Transitional Small Business Disclosure Format (check one):

[ ]   Yes   [X]  No


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
MARCH 31, 1998
(UNAUDITED)

ASSETS

Cash and cash equivalents                                       $      3,808,287
Cash equivalents - restricted                                          1,300,000
Securities owned, at market value                                     11,125,733
Secured demand note receivable from affiliate                          2,000,000
Furniture, equipment and leasehold improvements, net                     548,065
Investment in affiliate                                                  392,000
Prepaid expenses and other assets                                        825,260
                                                                ----------------

                                                                $     19,999,345
                                                                ================
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value             $        382,018
Payable to clearing broker                                             2,332,531
Accounts payable and accrued liabilities                               3,801,810
                                                                ----------------

                                                                       6,516,359
                                                                ----------------

Commitments and contingent liabilities

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

Stockholders' equity:
Common stock, $.01 par value; 49,000,000 shares authorized,
   20,993,640 shares outstanding                                         209,936
Additional paid-in capital                                             6,609,182
Retained earnings                                                      3,663,868
                                                                ----------------

                                                                      10,482,986
                                                                ----------------
                                                                $     19,999,345
                                                                ================






                 See notes to consolidated financial statements.


                                      -2-
<PAGE>


SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                   March 31,
                                                                       ---------------------------------
                                                                             1998             1997
                                                                       ---------------  ----------------
Revenues:
<S>                                                                    <C>              <C>             
   Commissions and fees                                                $     4,595,905  $      4,744,439
   Investment banking                                                        1,492,555           287,049
   Trading profits                                                             339,064           511,254
   Interest and dividends                                                      163,408           136,502
                                                                       ---------------  ----------------

                                                                             6,590,932         5,679,244
                                                                       ---------------  ----------------

Expenses:
   Employee compensation and benefits                                        2,348,562         1,821,896
   Clearing fees, including floor brokerage                                  1,064,941         1,132,850
   Advertising and promotion                                                   449,669           901,086
   Communications                                                              409,256           432,162
   Occupancy                                                                   196,011           162,755
   Interest                                                                    100,051            92,075
   Other general and administrative                                            781,524           705,937
                                                                       ---------------  ----------------

                                                                             5,350,014         5,248,761
                                                                       ---------------  ----------------

Income before income taxes                                                   1,240,918           430,483

Provision for income taxes                                                     436,000           182,000
                                                                       ---------------  ----------------

Net income                                                             $       804,918  $        248,483
                                                                       ===============  ================

Net income per share of common stock - basic and
diluted                                                                $          0.04  $           0.01

Weighted average shares outstanding - basic                                 20,992,018        20,945,940

Weighted average shares outstanding - diluted                               21,608,615        20,945,940
</TABLE>


                 See notes to consolidated financial statements.


                                      -3-
<PAGE>


SIEBERT FINANCIAL CORP. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March 31,
                                                                           --------------------------
                                                                              1998            1997
                                                                           -----------    -----------
<S>                                                                        <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                              $   804,918    $   248,483
   Adjustments to reconcile net income to net cash (used in) provided by
      operating activities:
        Depreciation and amortization                                           38,822         37,996
        Noncash compensation                                                    24,651             --
        Changes in operating assets and liabilities:
           Net (increase) decrease in securities owned, at market value     (4,561,065)       786,238
           Net change in receivable from clearing broker                     4,467,370      4,117,804
           (Increase) in prepaid expenses and other assets                    (204,873)       (86,488)
           Net (decrease) in securities sold, not yet purchased,
             at market value                                                (1,655,529)      (964,588)
           Increase (decrease) in accounts payable and accrued
             liabilities                                                       630,325       (296,829)
                                                                           -----------    -----------

             Net cash (used in) provided by operating activities              (455,381)     3,842,616
                                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture, equipment and leasehold improvements                (111,334)       (76,533)
   Investment in affiliate                                                          --       (392,000)
                                                                           -----------    -----------

             Net cash (used in) investing activities                          (111,334)      (468,533)
                                                                           -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Dividend on common stock                                                    (19,140)            --
   Issuance of shares, net of expenses                                              --        (28,941)
                                                                           -----------    -----------

             Net cash (used in) financing activities                           (19,140)       (28,941)
                                                                           -----------    -----------

             Net (decrease) increase in cash and cash equivalents             (585,855)     3,345,142

Cash and cash equivalents - beginning of period                              4,394,142        231,029
                                                                           -----------    -----------

Cash and cash equivalents - end of period                                  $ 3,808,287    $ 3,576,171
                                                                           ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
   Cash paid for:
      Interest                                                             $   100,051    $    92,075
      Income taxes                                                             337,290         50,075
</TABLE>


                            See notes to consolidated financial statements.


                                                  -4-
<PAGE>


SIEBERT FINANCIAL CORP. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998
(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. ("Siebert").  All material intercompany balances have
       been eliminated. The statements are unaudited; however, in the opinion of
       management,  all adjustments  considered  necessary to reflect fairly the
       Company's  financial  position and results of  operations,  consisting of
       normal recurring adjustments, have been included.

       The accompanying  consolidated financial statements do not include all of
       the information and footnote  disclosures  normally included in financial
       statements  prepared in accordance  with  generally  accepted  accounting
       principles.  Accordingly,  the  statements  should be read in conjunction
       with the audited  financial  statements  included in the Company's Annual
       Report on Form 10-KSB for the year ended  December 31,  1997.  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 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.) At March 31, 1998, Siebert had
       net capital of  approximately  $8,967,000  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.


                                      -5-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

         Statements  in this  "Management's  Discussion  and Analysis or Plan of
Operation" and elsewhere in this document as well as oral statements that may be
made by the Company or by officers, directors or employees of the Company acting
on the  Company's  behalf that are not  statements of historical or current fact
constitute  "forward  looking  statements"  within the  meaning  of the  Private
Securities  Litigation  Reform  Act of 1995.  Such  forward  looking  statements
involve risks and  uncertainties  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,  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   and  changes  in  net  capital  or  other   regulatory
requirements.

BUSINESS ENVIRONMENT

         Market  conditions  during the first three  months of 1998  reflected a
continuation of the 1997 bull market  characterized  by record volume and record
high market  levels.  At the same time,  competition  has continued to intensify
both among all  classes of  brokerage  firms and within the  discount  brokerage
business  as well as from new firms not  previously  in the  discount  brokerage
business.  Electronic  trading  continues  to grow as a retail  discount  market
segment with some firms offering very low flat rate trading  execution fees that
are difficult for any  conventional  discount firm to meet. Many of the flat fee
brokers,  however,  impose  charges for services such as mailing,  transfers and
handling  exchanges which the Company does not and also direct their  executions
to captive market makers.  Continued  competition  from ultra low cost, flat fee
brokers and broader  service  offerings from other  discount  brokers could also
limit the Company's  growth or even lead to a decline in the Company's  customer
base which  would  adversely  affect its  results of  operations.  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 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.


                                      -6-
<PAGE>


         Siebert's  clearing  broker has represented  that its computer  systems
will be year 2000 operable and fully tested by December 31, 1998.  The Company's
own systems are presently being modified or replaced.  The Company  believes its
cost for meeting this problem will not be material.

CURRENT DEVELOPMENTS

         During  the  first  three  months of 1998,  the  Company,  through  its
Siebert, Brandford, Shank division, acted as either senior manager or co-manager
for a total of over $6.1 billion of municipal bond offerings.  In addition,  the
Company was  appointed as senior  manager for several  large  planned  offerings
including Detroit Metro Wayne County Airport ($1 billion). There is no assurance
that such offerings will occur as planned.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

         Total revenues for the first three months of 1998 were $6.6 million, an
increase of $912,000 or 16% over the same period in 1997. Investment banking and
interest and dividend revenues increased as compared to the prior year, however,
commission and fee income and trading profits decreased.

         Commission  and fee income  decreased  $149,000 or 3.1% to $4.6 million
due to lower commissions  earned per trade resulting from the increase of lower-
priced electronic trading,  price reductions on other related services caused by
increased  competition  from ultra low cost, flat fee brokers and a reduction of
order flow fees.

         Investment  banking  revenues  increased  $1.2  million or 420% to $1.5
million primarily due to the increased tax exempt  underwriting  activity by the
Siebert, Brandford, Shank division in 1998. This division had minimal operations
for the first three months of 1997, since it only began operations in late 1996.

         Trading profits decreased  $172,000 or 34% to $339,000 primarily due to
reduced  income  opportunities  in  trading  of listed  bond  funds,  the firm's
principal trading activity.

         Interest and dividends  increased $27,000 or 20% to $163,000  primarily
due to trading strategies which generated lower dividend income.

         Total expenses for the first three months of 1998 were $5.3 million, an
increase of $101,000 or 1.9% over the same period in 1997. Employee compensation
and benefits,  occupancy,  interest and other general and  administrative  costs
increased and all other expenses decreased.

         Employee  compensation  and benefit costs increased  $527,000 or 29% to
$2.3 million primarily due to commissions paid to the Siebert,  Brandford, Shank
division's  sales  personnel  resulting from  increased tax exempt  underwriting
activity.

         Clearing and floor  brokerage  fees  decreased  $68,000 or 6.0% to $1.1
million.  Such  costs  decreased  primarily  due to a one-time  rebate  from the
clearing broker.


                                      -7-
<PAGE>


         Advertising and promotion expense decreased $451,000 or 50% to $450,000
due to decreased branch and service promotion.

         Communications  expense decreased $23,000 or 5.3% to $409,000 primarily
due to telephone contract price reductions.

         Occupancy costs increased $33,000 or 20% to $196,000 principally due to
a lease extension option cancellation fee paid during 1998.

         Interest expense increased $8,000 or 8.7% to $100,000  primarily due to
greater use of margin  borrowings  and short  positions in  proprietary  trading
activity.

         Other general and  administrative  expenses increased $76,000 or 11% to
$781,000 primarily due to increased business development expenses related to the
municipal investment banking staff.

         Provision  for income  taxes  increased  $254,000  or 140% to  $436,000
primarily  due to an increase in net income  before tax in the first  quarter of
1998 of $810,000 or 188% to $1.3 million over the same period in 1997, partially
offset by a refund of local taxes.

LIQUIDITY AND CAPITAL RESOURCES

         The Company'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, 1998 were $20  million,  of which $2 million took the
form of a secured  demand  note.  $15 million or 75% of total assets were highly
liquid.  The Company has filed a Registration  Statement with the Securities and
Exchange  Commission covering shares of its Common Stock. The Company intends to
file an  Amendment  to the  Registration  Statement  to  change  the form of the
offering to a discounted  rights offering to  stockholders  of the Company.  The
controlling  stockholder  of the Company has indicated that she intends to waive
the receipt of any such rights. There can be no assurance that any such offering
will be successfully consummated.

         Siebert is subject to the net capital requirements of the SEC, the NYSE
and other regulatory  authorities.  At March 31, 1998,  Siebert's regulatory net
capital  was $9.0  million,  $8.7  million  in  excess  of its  minimum  capital
requirement of $250,000.


                                      -8-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

        (a)  Exhibits
             27 - Financial Data Schedule (Edgar Filing Only)

        (b)  Reports on Form 8-K.
             None



                                   SIGNATURES

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

                                       SIEBERT FINANCIAL CORP.


                                       By:   /s/ MURIEL F. SIEBERT
                                             ---------------------
                                                 Muriel F. Siebert
                                                 Chair and President
                                                 (principal executive officer)

                                       Date:  May 14, 1998




                                       By:   /s/  RICHARD M. FELDMAN
                                             -----------------------
                                                  Richard M. Feldman
                                                  Executive Vice President,
                                                  Chief Financial Officer and
                                                  Assistant Secretary
                                                  (principal financial and
                                                  accounting officer)

                                       Date: May 14, 1998




                                      -9-