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|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON,
 D.C. 20549           
|                                  
|FORM 10-Q                         

(Mark One)

|  |                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------
|x | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                    
|  |                                                                                                             
|  | For the
quarterly period ended
        September
30, 2010                                                   
|  |                                                                                                             
|o | 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 Incorporation or | (I.R.S.
 Employer Identification No.)
|Organization)                                     |                                       |           

|                                                                                   
|-----------------------------------------------------------------------------------
|885 Third Avenue, New York, NY 10022                                               
|                                                                                   
|(Address of Principal Executive Offices) (Zip Code)                                
|                                                                                   
|(212) 644-2400                                                                     
|                                                                                   
|(Registrants Telephone Number, Including Area Code)                               
|                                                                                   
|                                                                                   
|(Former Name, Former Address and Former Fiscal Year, if Changed Since
 Last Report)

Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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 o

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.)

Yes o No o

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one)

|                          |                             
|------------------------- | ----------------------------
|Large Accelerated Filer o | Accelerated
 Filer o        
|                          |                             
|Non-Accelerated Filer o   | Smaller
 Reporting Company x

1

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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).

Yes o   No
x

Indicate
the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date: As of November 5, 2010, there were
22,141,403 shares of Common Stock, par value $.01 per share, outstanding.

Unless the context otherwise requires, the Company
shall mean Siebert Financial Corp. and its wholly owned subsidiaries and
Siebert shall mean Muriel Siebert & Co., Inc., a wholly owned subsidiary
of the Company.

Certain
statements contained in the Managements Discussion and Analysis of Financial
Condition and Results of Operations below and elsewhere in this document, as
well as oral statements that may be made by us or by our officers, directors or
employees acting on our 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 our actual results to be materially different from our 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; demand for
brokerage and investment banking services; competition within and without the
discount brokerage business, including the offer of broader services;
competition from electronic discount brokerage firms offering lower rates on
commissions than we do; prevalence of a flat fee environment; decline in
participation in equity or municipal finance underwritings; limited trading
opportunities; the method of placing trades by our customers; computer and
telephone system failures; our level of spending on advertising and promotions;
trading errors and the possibility of losses from customer non-payment of
amounts due; other increases in expenses and changes in net capital or other
regulatory requirements. We undertake 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 us
involves various risks, including those mentioned above and those which are
detailed from time to time in our Securities and Exchange Commission filings.

2

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---



Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Siebert Financial
Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | ------------------- | - | ---------- | -
|                                                                                                                                                                                                  |  | September
 30, 
 2010
 (Unaudited) |            | December
 31,
 2009 |  
|                                                                                                                                                                                                  |  |                                    |            |                     |  
|                                                                                                                                                                                                 
|ASSETS                                                                                                                                                                                            |  |                                    |            |                     |   |            |  
|Cash and cash equivalents                                                                                                                                                                         |  | $                                  | 23,491,000 |                     | $ | 24,184,000 |  
|Cash equivalents  restricted                                                                                                                                                                     |  |                                    | 1,532,000  |                     |   | 1,532,000  |  
|Receivable from clearing broker                                                                                                                                                                   |  |                                    | 1,073,000  |                     |   | 1,954,000  |  
|Securities owned, at fair value                                                                                                                                                                   |  |                                    | 1,076,000  |                     |   | 1,607,000  |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                             |  |                                    | 1,379,000  |                     |   | 1,569,000  |  
|Investment in and advances to affiliates                                                                                                                                                          |  |                                    | 8,649,000  |                     |   | 9,040,000  |  
|Income tax refund receivable                                                                                                                                                                      |  |                                    | 795,000    |                     |   | 1,074,000  |  
|Prepaid expenses and other assets                                                                                                                                                                 |  |                                    | 650,000    |                     |   | 1,050,000  |  
|Intangibles, net                                                                                                                                                                                  |  |                                    | 775,000    |                     |   | 750,000    |  
|Deferred taxes                                                                                                                                                                                    |  |                                    |           |                     |   | 1,323,000  |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  | $                                  | 39,420,000 |                     | $ | 44,083,000 |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                              |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|Liabilities:                                                                                                                                                                                      |  |                                    |            |                     |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                                          |  |                                    | 4,022,000  |                     |   | 4,695,000  |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|Contingencies                                                                                                                                                                                     |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|Stockholders equity:                                                                                                                                                                             |  |                                    |            |                     |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,172,175 and 22,185,325
 shares outstanding at September 30, 2010 and December 31, 2009, respectively |  |                                    | 232,000    |                     |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                        |  |                                    | 19,481,000 |                     |   | 19,474,000 |  
|Retained earnings                                                                                                                                                                                 |  |                                    | 20,279,000 |                     |   | 24,249,000 |  
|Less: 1,039,671 and 1,026,521 shares of
 treasury stock, at cost at September 30, 2010 and December 31, 2009,
 respectively                                                                       |  |                                    | (4,594,000 | )                   |   | (4,567,000 | )
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  |                                    | 35,398,000 |                     |   | 39,388,000 |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  
|                                                                                                                                                                                                  |  | $                                  | 39,420,000 |                     | $ | 44,083,000 |  
|                                                                                                                                                                                                  |  |                                    |            |                     |   |            |  

See notes to condensed consolidated financial
statements.

3

---



Siebert Financial
Corp. & Subsidiaries
Consolidated Statements of Operations(Unaudited)

|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|---------------------------------------- |  | ---------------------------------- | ---------- | --------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                         |  | Three
 Months Ended
 September 30, |            | Nine
 Months Ended
 September 30, |  
|                                         |  |                                    |            |                                   |  
|                                         |  | 2010                               |            | 2009                              |   | 2010       |   | 2009 |           
|                                         |  |                                    |            |                                   |   |            |   |      |           
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Revenues:                                |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Commissions and fees                     |  | $                                  | 2,875,000  |                                   | $ | 4,389,000  |   | $    | 13,207,000 |   | $ | 14,140,000 |  
|Investment banking                       |  |                                    | 552,000    |                                   |   | 576,000    |   | $    | 1,312,000  |   |   | 4,009,000  |  
|Trading profits                          |  |                                    | 282,000    |                                   |   | 348,000    |   |      | 839,000    |   |   | 1,387,000  |  
|Interest and dividends                   |  |                                    | 33,000     |                                   |   | 47,000     |   |      | 93,000     |   |   | 98,000     |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|                                         |  |                                    | 3,742,000  |                                   |   | 5,360,000  |   |      | 15,451,000 |   |   | 19,634,000 |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Expenses:                                |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Employee compensation and benefits       |  |                                    | 2,172,000  |                                   |   | 2,599,000  |   |      | 7,024,000  |   |   | 8,492,000  |  
|Clearing fees, including floor brokerage |  |                                    | 669,000    |                                   |   | 1,266,000  |   |      | 2,614,000  |   |   | 4,300,000  |  
|Professional fees                        |  |                                    | 1,511,000  |                                   |   | 1,529,000  |   |      | 5,320,000  |   |   | 4,988,000  |  
|Advertising and promotion                |  |                                    | 111,000    |                                   |   | 173,000    |   |      | 364,000    |   |   | 660,000    |  
|Communications                           |  |                                    | 542,000    |                                   |   | 671,000    |   |      | 1,811,000  |   |   | 1,953,000  |  
|Occupancy                                |  |                                    | 321,000    |                                   |   | 332,000    |   |      | 970,000    |   |   | 984,000    |  
|Other general and administrative         |  |                                    | 760,000    |                                   |   | 696,000    |   |      | 2,160,000  |   |   | 1,997,000  |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|                                         |  |                                    | 6,086,000  |                                   |   | 7,266,000  |   |      | 20,263,000 |   |   | 23,374,000 |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Income from
 equity investees            |  |                                    | 628,000    |                                   |   | 615,000    |   |      | 2,452,000  |   |   | 2,903,000  |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Loss before income taxes                 |  |                                    | (1,716,000 | )                                 |   | (1,291,000 | ) |      | (2,360,000 | ) |   | (837,000   | )
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Provision (benefit) for income taxes     |  |                                    | 1,842,000  |                                   |   | (840,000   | ) |      | 1,610,000  |   |   | (618,000   | )
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Net loss                                 |  | $                                  | (3,558,000 | )                                 | $ | (451,000   | ) | $    | (3,970,000 | ) | $ | (219,000   | )
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|                                         |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Net loss per share of common stock -     |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Basic and Diluted                        |  | $                                  | (.16       | )                                 | $ | (.02       | ) | $    | (.18       | ) | $ | (.01       | )
|Weighted average shares outstanding -    |  |                                    |            |                                   |   |            |   |      |            |   |   |            |  
|Basic and Diluted                        |  |                                    | 22,176,191 |                                   |   | 22,191,696 |   |      | 22,178,584 |   |   | 22,195,649 |  

See notes to condensed consolidated financial
statements.

4

---



Siebert Financial
Corp. & Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

|                                                                             |  |                                  |            |      |   |            |  
|---------------------------------------------------------------------------- |  | -------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                             |  | Nine Months Ended
 September 30, |           
|                                                                             |  |                                  |           
|                                                                             |  | 2010                             |            | 2009 |  
|                                                                             |  |                                  |            |      |  
|Cash flows from operating activities:                                        |  |                                  |            |      |   |            |  
|Net loss                                                                     |  | $                                | (3,970,000 | )    | $ | (219,000   | )
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                                  |            |      |   |            |  
|Depreciation and amortization                                                |  |                                  | 396,000    |      |   | 369,000    |  
|Deferred tax provision (benefit)                                             |  |                                  | 1,323,000  |      |   | (23,000    | )
|Income from equity investees                                                 |  |                                  | (2,452,000 | )    |   | (2,903,000 | )
|Distribution from equity investees                                           |  |                                  | 2,894,000  |      |   | 1,431,000  |  
|Employee stock based compensation                                            |  |                                  | 7,000      |      |   | 18,000     |  
|Changes in:                                                                  |  |                                  |            |      |   |            |  
|Securities owned, at fair value                                              |  |                                  | 531,000    |      |   | 33,000     |  
|Receivable from clearing brokers                                             |  |                                  | 881,000    |      |   | 313,000    |  
|Prepaid expenses and other assets                                            |  |                                  | 400,000    |      |   | 223,000    |  
|Income tax refund receivable                                                 |  |                                  | 279,000    |      |   | (459,000   | )
|Accounts payable and accrued liabilities                                     |  |                                  | (673,000   | )    |   | (1,131,000 | )
|                                                                             |  |                                  |            |      |   |            |  
|Net cash used in operating activities                                        |  |                                  | (384,000   | )    |   | (2,348,000 | )
|                                                                             |  |                                  |            |      |   |            |  
|                                                                             |  |                                  |            |      |   |            |  
|Cash flows from investing activities:                                        |  |                                  |            |      |   |            |  
|Purchase of customer lists                                                   |  |                                  | (25,000    | )    |   |            |  
|Purchase of furniture, equipment and
 leasehold improvements                 |  |                                  | (206,000   | )    |   | (278,000   | )
|Net (payment) collection of advances made
 to equity investees               |  |                                  | (51,000    | )    |   | 103,000    |  
|                                                                             |  |                                  |            |      |   |            |  
|Net cash used in investing activities                                        |  |                                  | (282,000   | )    |   | (175,000   | )
|                                                                             |  |                                  |            |      |   |            |  
|                                                                             |  |                                  |            |      |   |            |  
|Cash flows from financing activities:                                        |  |                                  |            |      |   |            |  
|Purchase of treasury shares                                                  |  |                                  | (27,000    | )    |   | (23,000    | )
|                                                                             |  |                                  |            |      |   |            |  
|Net cash used in financing activities                                        |  |                                  | (27,000    | )    |   | (23,000    | )
|                                                                             |  |                                  |            |      |   |            |  
|                                                                             |  |                                  |            |      |   |            |  
|Net decrease in cash and cash equivalents                                    |  |                                  | (693,000   | )    |   | (2,546,000 | )
|                                                                             |  |                                  |            |      |   |            |  
|Cash and cash equivalents - beginning of
 period                             |  |                                  | 24,184,000 |      |   | 29,617,000 |  
|                                                                             |  |                                  |            |      |   |            |  
|                                                                             |  |                                  |            |      |   |            |  
|Cash and cash equivalents - end of period                                    |  | $                                | 23,491,000 |      | $ | 27,071,000 |  
|                                                                             |  |                                  |            |      |   |            |  
|                                                                             |  |                                  |            |      |   |            |  
|Supplemental cash flow disclosures:                                          |  |                                  |            |      |   |            |  
|Cash paid for:                                                               |  |                                  |            |      |   |            |  
|Income taxes                                                                 |  | $                                | 16,000     |      | $ | 237,000    |  

See notes to condensed consolidated financial statements.

5

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Siebert Financial Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2010 and 2009
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The
 consolidated financial statements include the accounts of Siebert Financial
 Corp. (the Company) and its wholly owned subsidiaries Muriel Siebert &
 Co., Inc. (Siebert) and Siebert Womens Financial Network, Inc. (WFN).
 All material intercompany balances and transactions have been eliminated. Investment
 in two entities in which the Company has ownership interests of 49% and
 33.33%, respectively, are accounted for by the equity method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The condensed consolidated
 interim financial statements presented herein are unaudited and include all
 adjustments (consisting of normal recurring adjustments) which are, in the
 opinion of management, necessary for a fair presentation of the financial
 position and results of operations of the interim periods pursuant to the
 rules and regulations of the Securities and Exchange Commission (the SEC).
 Accordingly, certain information and footnote disclosures normally included in annual
 financial statements prepared in accordance with generally accepted
 accounting principles (GAAP) in the United States of America (U.S.) have
 been condensed or omitted. The balance sheet at December 31, 2009 has been
 derived from the audited consolidated statement of financial condition at
 that date, but does not include all information and footnotes required by
 U.S. GAAP for complete financial
 statements. These condensed consolidated financial statements should be read
 in conjunction with the consolidated financial statements included in the
 Companys Annual Report on Form 10-K for the year ended December 31, 2009. Because of the
 nature of the Companys business, the results of operations for the three and
 nine months ended September 30, 2010 are not necessarily indicative of
 operating results for the full year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Securities Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Securities
 owned are carried at fair value. Interest is recorded on an accrual basis.
 Dividends are recorded on the ex-dividend date. Siebert clears all its
 security transactions through two unaffiliated clearing firms on a fully
 disclosed basis. Accordingly, Siebert does not hold funds or securities for
 or owe funds or securities to its customers. Those functions are performed by
 the clearing firms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Authoritative accounting
 guidance defines fair value, establishes a framework for measuring fair value
 and establishes a fair value hierarchy which prioritizes the inputs to
 valuation techniques. Fair value is the price that would be received to sell
 an asset or paid to transfer a liability in an orderly transaction between
 participants at the measurement date. The fair value hierarchy ranks the
 quality and reliability of the information used to determine fair values.
 Financial assets and liabilities carried at fair value are classified and
 disclosed in one of the following three categories:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Level 1 
 valued based on quoted prices at the measurement date for identical assets or
 liabilities trading in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Level 2 
 quoted prices in active markets for similar assets and liabilities and inputs
 that are observable for the asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Level 3 
 valuations derived from valuation techniques in which one or more significant
 inputs is not readily observable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

6

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As
of September 30, 2010, the classification of securities owned was as follows:

|                  |  |         |         |         |   |         |  |   |           | 
|----------------- |  | ------- | ------- | ------- | - | ------- |  | - | --------- | 
|Securities
 owned |  | Level 1 |         | Level 2 |   | Total   | 
|                  |  |         |         |         |   |         | 
|Municipal
 bonds  |  |         |        |         | $ | 878,000 |  | $ | 878,000   | 
|Common stock      |  | $       | 198,000 |         |   |        |  | $ | 198,000   | 
|Total             |  | $       | 198,000 |         | $ | 878,000 |  | $ | 1,076,000 | 

|   |                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Common stock
 is valued on the last business day of the period at the last available
 reported sales price on the primary securities exchange.                                                                                                                  
|   |                                                                                                                                                                                                                                                                 
|   | Municipal
 bonds are valued based on prices obtained from pricing sources, which derive
 values from observable inputs.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                 
|3. | Earnings per Share:                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                 
|   | Basic earnings (loss) per
 share is computed using the weighted average number of common shares
 outstanding. Diluted earnings per share includes the effect of stock options
 utilizing the treasury stock method, only when such effect is dilutive.          
|   |                                                                                                                                                                                                                                                                 
|   | The weighted average
 number of shares used in the basic and diluted loss per share computations
 for the three and nine months ended September 30, 2010 and 2009,
 together with excluded shares whose effect is anti-dilutive, are as follows
 (in thousands):

|                                                                                                     |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|---------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | --------------------------------- |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
|                                                                                                     |  | Three
 Months Ended
 September 30, |            | Nine
 Months Ended
 September 30, | 
|                                                                                                     |  |                                    |            |                                   | 
|                                                                                                     |  | 2010                               |            | 2009                              |  | 2010       |  | 2009 |           
|                                                                                                     |  |                                    |            |                                   |  |            |  |      |           
|Weighted average number of common shares outstanding as used in
 computation of basic per share data |  |                                    | 22,176,191 |                                   |  | 22,191,696 |  |      | 22,178,584 |  |  | 22,195,649 | 
|                                                                                                     |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|                                                                                                     |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Effect of dilutive securities  stock options                                                        |  |                                    |           |                                   |  |           |  |      |           |  |  |           | 
|                                                                                                     |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Shares used in computation of diluted per share data                                                 |  |                                    | 22,176,191 |                                   |  | 22,191,696 |  |      | 22,178,584 |  |  | 22,195,649 | 
|                                                                                                     |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 
|Shares of underlying stock options not included in diluted
 computation                              |  |                                    | 1,704,700  |                                   |  | 1,727,200  |  |      | 1,704,700  |  |  | 1,727,200  | 
|                                                                                                     |  |                                    |            |                                   |  |            |  |      |            |  |  |            | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Net Capital:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Siebert is
 subject to the SECs Uniform Net Capital Rule
 (Rule 15c3-1), which requires the maintenance of minimum net capital. Siebert
 has elected to use the alternative method, permitted by the Rule, which
 requires that Siebert maintain minimum net capital, as defined, equal to the
 greater of $250,000 or two percent of aggregate debit balances arising from
 customer transactions, pursuant to the Rule. As of September 30, 2010,
 Siebert had net capital of approximately $20,465,000 as compared with net
 capital requirements of $250,000.

7

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On January 22, 2008, the
 Board of Directors of the Company authorized a buy back of up to 300,000
 shares of common stock. Shares will be purchased from time to time, at
 managements discretion, in the open market and in private transactions.
 During the nine months ended September 30, 2010, the Company purchased 13,150
 shares at a cost of $27,000 which represents an average price of $2.07.
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | Investment in and advances to affiliates:                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Siebert,
 Brandford, Shank & Co., L.L.C. (SBS)                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Siebert
 holds a 49% ownership interest in SBS which is engaged in municipal bond
 underwritings. Income from SBS is considered to be integral to Sieberts
 operations and material to its results of operations.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Summarized
 financial data of SBS is set forth below.                                                                                                                                                                                                                                                                                                                                                       

|                                                                                   |  |               |            |      |  |            | 
|---------------------------------------------------------------------------------- |  | ------------- | ---------- | ---- |  | ---------- | 
|                                                                                   |  | September 30, |           
|                                                                                   |  | 2010          |            | 2009 | 
|                                                                                   |  |               |            |      | 
|                                                                                  
|Total assets
 including secured demand note of $1,200,000 due from Siebert         |  | $             | 42,828,000 |      |  |            | 
|Total
 liabilities including subordinated liabilities of $1,200,000 due to Siebert |  |               | 26,039,000 |      |  |            | 
|Total
 members capital                                                            |  |               | 16,789,000 |      |  |            | 
|Regulatory
 minimum net capital requirement                                        |  |               | 723,000    |      |  |            | 
|Nine months
 ended:                                                                |  |               |            |      |  |            | 
|Total revenues                                                                     |  |               | 31,661,000 |      |  | 31,166,000 | 
|Net income                                                                         |  |               | 5,028,000  |      |  | 6,155,000  | 
|Three months
 ended:                                                               |  |               |            |      |  |            | 
|Total revenues                                                                     |  |               | 9,290,000  |      |  | 9,981,000  | 
|Net income                                                                         |  |               | 1,291,000  |      |  | 1,114,000  | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Siebert
 charged SBS $56,000 for the nine months ended September 30, 2010 and 2009,
 respectively, and $18,000 for the three months ended September 30, 2010 and
 2009, respectively, for general and administrative services, which Siebert
 believes approximates the cost of furnishing such services.                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Sieberts
 share of net income for the three months ended September 30, 2010 and 2009
 amounted to $633,000 and $546,000, respectively, and for the nine months
 ended September 30, 2010 and 2009 amounted to $2,464,000 and $3,016,000,
 respectively.                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Siebert received distributions from SBS of $2,892,000 and $1,431,000 during the nine months ended
September 30, 2010 and 2009, respectively, and
 Sieberts
 share of undistributed earnings from SBS amounted to $7,835,000 at
 September 30, 2010. Such amount may not be immediately available for
 distribution to Siebert for various reasons including the amount of SBSs
 available cash, the provisions of the agreement among Siebert and the
 principals of SBS and SBSs continued compliance with its regulatory and net
 capital requirements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | SBS Financial Products Company, LLC (SBSFPC)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Company
 has a 33.33% ownership interest in, and the two individual principals of SBS
 have an aggregate 66.66% ownership interest in, SBSFPC which engages in
 derivatives transactions related to the municipal                                                                                                                                                                                                                                                                                                                                       

8

---



| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | underwriting business.
 Income/(loss) from SBSFPC is considered to be integral to the Companys
 operations and material to its results of operations.

Summarized
financial data of SBSFPC is set forth below.

|                        |  |               |             |      |  |          |  
|----------------------- |  | ------------- | ----------- | ---- |  | -------- | -
|                        |  | September 30, |            
|                        |  |              
|                        |  | 2010          |             | 2009 | 
|                        |  |               |            
|Total assets            |  | $             | 191,000,000 |      |  |          |  
|Total
 liabilities      |  |               | 190,000,000 |      |  |          |  
|Total
 members capital |  |               | 950,000     |      |  |          |  
|Nine months
 ended:     |  |               |             |      |  |          |  
|Total revenues*         |  |               | 110,000     |      |  | (186,000 | )
|Net loss                |  |               | (35,000     | )    |  | (340,000 | )
|Three months
 ended:    |  |               |             |      |  |          |  
|Total revenues          |  |               | 36,000      |      |  | 256,000  |  
|Net loss                |  |               | (13,000     | )    |  | 207,000  |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | *Attributable
 to unrealized gain (loss) on derivative contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Companys share of net income (loss) for the three
 months ended September 30, 2010 and 2009 amounted to ($4,000) and $69,000
respectively, and for the nine months ended September 30, 2010 and 2009
amounted to ($12,000) and ($113,000) respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Siebert received distributions from SBSFPC of $2,000 during the nine months ended September 30, 2010.
   At September
 30, 2010, SBSFPC had an accumulated loss of $250,000 of which the Companys share
 was $83,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | New Clearing Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As part of the
 negotiations with one of the Companys clearing firms for a three year fully
 disclosed clearing agreement which was entered into on May 5, 2010, the
 Company resolved at $3 million the amount due to the Company from the
 clearing firm on past transactions cleared by the Company. This amount is
 included in commission and fee income for the nine months ended September 30,
 2010.                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Retail
 customer transactions are cleared through clearing brokers on a fully
 disclosed basis. If customers do not fulfill their contractual obligations,
 the clearing broker may charge Siebert for any loss incurred in connection
 with the purchase or sale of securities at prevailing market prices to
 satisfy the customer obligations. Siebert regularly monitors the activity in
 its customer accounts for compliance with its margin requirements. Siebert is
 exposed to the risk of loss on unsettled customer transactions if customers
 are unable to fulfill their contractual obligations. There were no material
 losses for unsettled customer transactions for the nine months ended
 September 30, 2010 and 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Siebert is
 party to certain claims, suits and complaints arising in the ordinary course
 of business. In the opinion of management all such claims, suits and
 complaints are without merit, or involved amounts which would not have a
 material effect on the financial position or results of operations of the
 Company.                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Due to cumulative losses incurred by the Company and its subsidiaries during
the current nine month period and prior two years, the Company has concluded
that it is not more likely than not that it will realize its net deferred tax
asset and, accordingly, has recorded a deferred tax provision of $1,555,000
during the three months ended September 30, 2010 to setup a valuation allowance
to fully offset its deferred tax asset at September 30, 2010. During the three
months ended September 30, 2009 a tax benefit of $330,000 was recognized
relating to prior years based on the Companys 2009 consolidated income
tax returns which were filed during such period.                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

9

---



|    |                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | As of September 30, 2010,
 the Company has not recorded any unrecognized tax benefits, which remains
 unchanged from December 31, 2009.                                                                                   
|    |                                                                                                                                                                                                                           
|10. | Subsequent Event                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                           
|    | On November 1, 2010, Siebert entered into a Temporary Subordinated Agreement
with SBS which it made a subordinated loan to SBS in exchange for a promissory
note bearing interest at 2% and maturing on December 15, 2010.

Item 2. Managements Discussion and Analysis
of Financial Condition and Results of Operations

This
discussion should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2009, and the
unaudited consolidated financial statements and the notes thereto contained
elsewhere in this Quarterly Report.

Business Environment

The
financial crisis affecting the global economy has created historic volatility
in the marketplace. Our working capital is invested primarily in money market
funds, so that liquidity has not been materially affected. The crisis did have
the effect of reducing participation in the securities markets by our retail and
institutional customers, which has had an adverse effect on our revenues.
Competition in the brokerage industry remains intense.

The following
table sets forth certain metrics as of September 30, 2010 and 2009 and for the
three and nine months ended September 30, 2010 and 2009, respectively, which we
use in evaluating our business.

|                                     |  |                                            |        |                                           |   |         |  |      |         |  |   |         | 
|------------------------------------ |  | ------------------------------------------ | ------ | ----------------------------------------- | - | ------- |  | ---- | ------- |  | - | ------- | 
|                                     |  | For the Three Months 
 ended September 30, |        | For the Nine Months 
 ended September 30, |  
|Retail Customer Activity:            |  | 2010                                       |        | 2009                                      |   | 2010    |  | 2009 |        
|                                     |  |                                            |        |                                           |   |         |  |      |        
|                                    
|Total retail trades:                 |  |                                            | 83,914 |                                           |   | 108,601 |  |      | 298,953 |  |   | 345,117 | 
|Average commission per retail trade: |  | $                                          | 19.77  |                                           | $ | 21.97   |  | $    | 20.74   |  | $ | 22.36   | 

|                                                       |  |                     |        |      |   |        |  |  |  |  |  |  | 
|------------------------------------------------------ |  | ------------------- | ------ | ---- | - | ------ |  |  |  |  |  |  | 
|                                                       |  | As of September 30, |        |      |   |        |  |  | 
|                                                       |  |                     |        |      |   |        |  |  | 
|Retail
 Customer Balances:                             |  | 2010                |        | 2009 |   |        |  |  |  |  | 
|                                                       |  |                     |        |      |   |        |  |  |  | 
|Retail customer net worth (in billions):               |  | $                   | 6.3    |      | $ | 5.9    |  |  |  |  |  |  | 
|Retail customer money market fund value (in billions): |  | $                   | 1.0    |      | $ | 1.1    |  |  |  |  |  |  | 
|Retail customer margin debit balances (in million):    |  | $                   | 188.5  |      | $ | 143.8  |  |  |  |  |  |  | 
|Retail customer accounts with positions:               |  |                     | 49,730 |      |   | 54,083 |  |  |  |  |  |  | 

Description:

10

---



|  |                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------
| | Total retail trades
 represent retail trades that generate commission.                                                                       
| 
| | Average commission per
 retail trade represents the average commission generated for all types of
 retail customer trades.                   
| 
| | Retail customer net worth
 represents the total value of securities and cash in the retail customer
 accounts before deducting margin debits.
| 
| | Retail customer money
 market fund value represents all retail customers accounts invested in money
 market funds.                           
| 
| | Retail customer margin
 debits balances represents credit extended to our customers to finance their
 purchases against current positions.   
| 
| | Retail customer accounts
 with positions represents retail customers with cash and/or securities in
 their accounts.                         

Like
other securities firms, we are 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 our relative
profitability. In periods of reduced market activity, profitability is likely
to be adversely affected because certain expenses, including salaries and
related costs, portions of communications costs and occupancy expenses remain
relatively fixed. Earnings, or loss, for any period should not be considered
representative of any other period.

Recent Developments

As
part of the negotiations with one of the companys clearing firms for a three
year fully disclosed clearing agreement which was entered into on May 5, 2010,
the Company resolved at $3 million the amount due to the Company from the
clearing firm on past transactions cleared for the Company. This amount is
included in commission and fee income for the nine months ended September 30, 2010.

On January 23, 2008, the Board of Directors of
the Company authorized a buy back of up to 300,000 shares of common stock.
During the nine months ended September 30, 2010, the Company purchased 13,150
shares at an average price of $2.07.

Critical Accounting Policies

We generally follow accounting policies
standard in the brokerage industry and believe that our policies appropriately
reflect our financial position and results of operations. Our management makes
significant estimates that effect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosure of contingent
assets and liabilities included in the financial statements. The estimates
relate primarily to revenue and expense items in the normal course of business
as to which we receive no confirmations, invoices, or other documentation at
the time the books are closed for a period. We use our best judgment, based on
our knowledge of these revenue transactions and expenses incurred, to estimate the
amounts of such revenue and expense. We are not aware of any material
differences between the estimates used in closing our books for the last five
years and the actual amounts of revenue and expenses incurred when we
subsequently receive the actual confirmations, invoices or other documentation.
Estimates are also used in determining the useful lives of intangible assets,
and the fair market value of intangible assets and securities. Our management
believes that its estimates are reasonable.

11

---



Results of Operations

We
believe that our business reflects the current difficult business environment
for discount and online and institutional brokers. We had a net loss of $3.6
million and $4.0 million for the three months and nine months ended September
30, 2010, respectively.

Three Months Ended
September 30, 2010 Compared to Three Months Ended September 30, 2009

Total
revenues for the three months ended September 30, 2010 were $3.8 million, a
decrease of $1.6 million or 30.2% from the same period in 2009.

Commission
and fee income for the three months ended September 30, 2010 was $2.9 million,
a decrease of $1.5 million or 34.5% from the same period in 2009 primarily due
to a decrease in retail customer trading volumes as well as a decrease in the
retail customer average commission charged per trade. Additionally, there was a
decrease in 12b-1 fees due to lower rates offset by an increase in
fees from margin debits due to increased customer margin debit balances. Our institutional
trading commissions and commission recapture decreased as well.

Investment
banking revenues for the three months ended September 30, 2010 were $552,000, a
decrease of $24,000 or 4.2% from the same period in 2009 due to our participation
in fewer new issues in the equity capital markets.

Trading
profits were $282,000 for the three months ended September 30, 2010, a decrease
of $66,000 or 19.0% from the same period in 2009 due to an overall decrease in
trading volume primarily in the debt markets and the loss of two debt
sales-traders.

Interest
and dividends for the three months ended September 30, 2010 were $33,000, a
decrease of $14,000 or 29.8% from the same period in 2009 primarily due to
lower cash balances.

Total
expenses for the three months ended September 30, 2010 were $6.1 million, a decrease
of $1.2 million or 16.2% from the same period in 2009.

Employee
compensation and benefit costs for the three months ended September 30, 2010
were $2.2 million, a decrease of $427,000 or 16.4% from the same period in
2009. This decrease was due to decreases in commissions paid based on
production and a reduction in headcount for registered representatives.

Clearing
and floor brokerage costs for the three months ended September 30, 2010 were
$669,000, a decrease of $597,000 or 47.2% from the same period in 2009
primarily due to the execution of a Fully Disclosed Clearing Agreement with our
primary clearing firm in the second quarter of 2010 which reduced our fees for
clearing costs as well as a decrease in volume of trade executions for retail
customers and a decrease in execution charges for institutional debt and equity
customers.

Professional
fees for the three months ended September 30, 2010, were $1.5 million, a
decrease of $18,000 or 1.2% from the same period in 2009 primarily due to a
decrease in consulting fees relating to the commission recapture business and
Sarbanes-Oxley compliance.

12

---



Advertising
and promotion expenses for the three months ended September 30, 2010 were
$111,000, a decrease of $62,000 or 35.8% from the same period in 2009 due to a
decrease in print advertising.

Communications
expense for the three months ended September 30, 2010 was $542,000, a decrease
of $129,000 or 19.0% from the same period in 2009 due to a decrease of hosting
and communication costs associated with the our website.

Occupancy
costs for the three months ended September 30, 2010 were $321,000, a decrease
of $11,000 or 3.3% from the same period in 2009 due to a decrease in rent in
our New Jersey office offset by increases in our Florida branches.

Other
general and administrative expenses for the three months ended September 30,
2010 were $760,000, an increase of $64,000 or 9.2% from the same period in 2009
due to an increase in computer updates, placement fees, depreciation,
registration fees offset by decreases in training, supplies and transportation
costs.

Income
from Sieberts equity investment in SBS for the
three months ended September 30, 2010 was $633,000, an increase of $87,000 or
15.9% from the same period in 2009. This increase was due to SBS participating in more senior
managed or co-managed transactions. Loss from our equity investment in SBSFPC for the three months ended September 30, 2010 was $4,000
as compared to income of $69,000 from the same period in 2009. This loss in
2010 was due to the mark to market loss in positions. Income and loss from
equity investees is considered to be integral to our operations and material to
the results of operations.

The
tax provision for the three months ended September 30, 2010 was $1.8 million
and a tax benefit for the three months ended September 30, 2009 was $840,000.
The tax provision for the three months ended September 30, 2010 was incurred
due to the recording of a full valuation allowance on deferred taxes based on
recent losses and the likelihood of realization. The tax benefit for the three
months ended September 30, 2009 was due to our loss before taxes of $1.3
million. Further, at September 30, 2009, the Company increased its income tax
receivable balance based on the Companys 2008 consolidated income tax returns
filed in the third quarter of 2009 and recorded a benefit of approximately
$330,000 relating to prior years resulting in an effective tax rate in the
third quarter of 2009 of 65%.

Nine Months Ended
September 30, 2010 Compared to Nine Months Ended September 30, 2009

Total
revenues for the nine months ended September 30, 2010 were $15.5 million, a
decrease of $4.2 million or 21.3% from the same period in 2009.

Commission
and fee income for the nine months ended September 30, 2010 was $13.2 million,
a decrease of $933,000 or 6.6% from the same period in 2009 primarily due to a
decrease in retail customer trading volumes as well as a decrease in the retail
customer average commission charged per trade offset by an increase in fees
from margin debits due to increased customer margin debit balances and 12b-1 fees
due to recording $3 million as commission and fee income as part of our
negotiations with our primary clearing firm for a three year Fully Disclosed
Clearing Agreement in the second quarter of 2010. Our institutional trading
commissions and commission recapture decreased as well.

Investment
banking revenues for the nine months ended September 30, 2010 were $1.3
million, a decrease of $2.7 million or 67.3% from the same period in 2009 due
to our participation in fewer new issues in the equity and debt capital
markets.

13

---



Trading
profits were $839,000 for the nine months ended September 30, 2010, a decrease
of $548,000 or 39.5% from the same period in 2009 due to a decrease in trading
volume primarily in the debt markets and the loss of two debt sales-traders in
the second quarter of 2009.

Interest
and dividends for the nine months ended September 30, 2010 were $93,000, a
decrease of $5,000 or 5.1% from the same period in 2009 primarily due to lower
cash balances.

Total
expenses for the nine months ended September 30, 2010 were $20.3 million, a
decrease of $3.1 million or 13.3% from the same period in 2009.

Employee
compensation and benefit costs for the nine months ended September 30, 2010
were $7.0 million, a decrease of $1.5 million or 17.3% from the same period in
2009. This decrease was due to decreases in commissions paid based on
production and a reduction headcount for registered representatives and staff
offset by increases in health insurance.

Clearing
and floor brokerage costs for the nine months ended September 30, 2010 were
$2.6 million, a decrease of $1.7 million or 39.2% from the same period in 2009,
primarily due to the execution of a Fully Disclosed Clearing Agreement with our
primary clearing firm in the second quarter of 2010 which reduced our fees for
clearing costs as well as a decrease in volume of trade executions for retail
customers and a decrease in execution charges for institutional debt and equity
customers.

Professional
fees for the nine months ended September 30, 2010 were $5.3 million, an
increase of $332,000 or 6.7% from the same period in 2009 primarily due to an
increase in legal fees relating to a dispute with a former employee offset by a
decrease in consulting fees relating to the commission recapture business and
Sarbanes-Oxley compliance.

Advertising
and promotion expenses for the nine months ended September 30, 2010 were
$364,000, a decrease of $296,000 or 44.9% from the same period in 2009 primarily
due to decreases in production and airing of television commercials and print
advertising, brochures and direct mailings to our retail customer base.

Communications
expense for the nine months ended September 30, 2010 was $1.8 million, a
decrease of $142,000 or 7.3% from the same period in 2009 due to a decrease in
local and 1(800) telephone usage and hosting and communication costs associated
with the our website.

Occupancy
costs for the nine months ended September 30, 2010 were $970,000, a decrease of
$14,000 or 1.4% from the same period in 2009 due to a decrease in rents in the
New Jersey office offset by an increase in rents in our Florida branches.

Other
general and administrative expenses for the nine months ended September 30,
2010 were $2.2 million, an increase of $163,000 or 8.2% from the same period in
2009. This increase was a result of increases in computer updates, placement
fees, depreciation, registration fees, insurance and SIPC fees, offset by
printing, subscriptions and transportation costs.

Income
from Sieberts equity investment in SBS for the nine
months ended September 30, 2010 was $2.5 million, a decrease of $552,000 or
18.3% from the same period in 2009. This decrease was due to SBS participating
in fewer senior managed or co-managed transactions. Loss from our equity investment in
SBSFPC for the nine months ended September 30, 2010 was $12,000
as compared to a loss of $113,000 from the same period in 2009. These losses
were due to the mark to market loss in positions. We consider income and loss
from equity investees to be integral to our operations and material to the
results of operations.

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The
tax provision for the nine months ended September 30, 2010 was $1.6 million and
a tax benefit for the nine months ended September 30, 2009 was $618,000. The
tax provision for the nine months ended September 30, 2010 was incurred due to
the recording of a full valuation allowance on deferred taxes based on recent
losses and the likelihood of realization. The tax benefit for the nine months
ended September 30, 2009 was due to our loss before taxes of $837,000. Further,
at September 30, 2009, the Company increased its income tax receivable balance
based on the Companys 2008 consolidated income tax returns filed in the third
quarter of 2009 and recorded a benefit of approximately $330,000 relating to
prior years resulting in an effective tax rate in the third quarter of 2009 of
65%.

Liquidity and Capital Resources

Our
assets are highly liquid, consisting generally of cash in money market funds.
Our total assets at September 30, 2010 were $39 million. As of that date, we
regarded $24.6 million, or 62%, of total assets as highly liquid.

Siebert
is subject to the net capital requirements of the SEC, FINRA and other
regulatory authorities. At September 30, 2010, Sieberts regulatory net capital
was $20.5 million, $20.2 million in excess of its minimum capital requirement
of $250,000.

On January 22, 2008, the Board of Directors of
the Company authorized a buy back of up to 300,000 shares of common stock.
During the nine months ended September 30, 2010, 13,150 shares were purchased
at an average price of $2.07 per share.

Siebert
has entered into a Secured Demand Note Collateral Agreement with SBS under which
Siebert is obligated to lend to SBS up to $1.2 million pursuant to a secured
promissory note on a subordinated basis. Amounts pledged by Siebert under the
facility are reflected on our balance sheet as cash equivalents  restricted.
SBS pays Siebert interest on the Secured Demand Note at the rate of 4% per
annum. The facility expires on August 31, 2012, at which time SBS is obligated
to repay to Siebert any amounts borrowed by SBS thereunder.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk

We
generally invest working capital temporarily in dollar denominated money market
funds and United States Treasury Bills. These investments are not subject to
material changes in value due to interest rate movements.

In
the normal course of its business, Siebert enters into transactions in various
financial instruments with off-balance sheet risk. This risk includes both
market and credit risk, which may be in excess of the amounts recognized in our
financial statements. Retail customer transactions are cleared through clearing
brokers on a fully disclosed basis. If customers do not fulfill their
contractual obligations, the clearing broker may charge Siebert for any loss
incurred in connection with the purchase or sale of securities at prevailing
market prices to satisfy the customers obligations. Siebert regularly monitors
the activity in its customer accounts for compliance with its margin
requirements. Siebert is exposed to the risk of loss on unsettled customer
transactions if customers and other counterparties are unable to fulfill their
contractual obligations.

Item 4. Controls and Procedures

We carried out an evaluation, under the
supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report pursuant to Rule 13a-15(e) or Rule 15d-15(e)
of the Securities Exchange of 1934, as amended. Based on that evaluation, our
management, including the Chief Executive Officer and Chief Financial Officer,
concluded that our disclosure controls and procedures are effective to ensure
that the information we are required to disclose in reports that we file or
submit under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and to ensure that
information required to be disclosed is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding timely disclosure.

15

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There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

16

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Part II - OTHER INFORMATION

Item 1. Legal
Proceedings

We are
involved in various routine lawsuits of a nature deem to be customary and
incidental to our business. In the opinion of management, the ultimate
disposition of such actions will not have a material adverse effect on the
Companys financial position or results of operations.

Item 1A. Risk
Factors

In addition to
the other information set forth in this report, you should carefully consider
the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report
on Form 10-K for the year ended December 31, 2009, which could materially
affect our business, financial position and results of operations. There are no
material changes from the risk factors set forth in Part I, Item 1A, Risk
Factors, of our Annual Report on Form 10-K for the year ended December 31,
2009.

Item 2. Unregistered
Sale of Equity Securities and Use of Proceeds

On January 23,
2008, our Board of Directors authorized the repurchase of up to 300,000 shares
of our common stock. Shares will be purchased from time to time, in our
discretion, in the open market and in private transactions. We purchased 4,268
shares at an average price of $1.55 in the third quarter of 2010.

A summary of
our repurchase activity for the three months ended September 30, 2010 is as
follows:

Issuer Purchases of Equity Securities

|                |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|--------------- |  | ---------------------------------- | ----- | ----------------------------- | - | ----------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ------ |  |  | ------- | 
|Period          |  | Total Number
 Of Shares
 Purchased |       | Average Price
 Paid Per Share |   | Total Number of
 Shares Purchased
 as Part of Publicly
 Announced Plans |  | Maximum
 Number of Shares
 That May Yet Be
 Purchased Under
 The Plans |       
|                |  |                                    |       |                               |   |                                                                         |  |                                                                        |       
|July 2010       |  |                                    | 12    |                               | $ | 2.07                                                                    |  |                                                                        | 37,832 |  |  | 262,168 | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|August 2010     |  |                                    | 226   |                               | $ | 2.05                                                                    |  |                                                                        | 38,058 |  |  | 261,942 | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|September
 2010 |  |                                    | 4,030 |                               | $ | 1.52                                                                    |  |                                                                        | 42,088 |  |  | 257,912 | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                        |        |  |  |         | 
|Total           |  |                                    | 4,268 |                               | $ | 1.55                                                                    |  |                                                                        | 42,088 |  |  | 257,912 | 

All of the
purchases were made in open market transactions.

17

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Item 6. Exhibits

| |      |  |                                                                                                                                                               
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1 |  | Certification
 of Muriel F. Siebert pursuant to Exchange Act Rules 13a-14 and 15d-14, as
 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
| |      |  |                                                                                                                                                               
| | 31.2 |  | Certification
 of Joseph M. Ramos, Jr. pursuant to Exchange Act Rule 13a-14 and 15d-14, as
 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |      |  |                                                                                                                                                               
| | 32.1 |  | Certification
 of Muriel F. Siebert of Periodic Financial Report under Section 906 of the
 Sarbanes-Oxley Act of 2002.                                        
| |      |  |                                                                                                                                                               
| | 32.2 |  | Certification
 of Joseph M. Ramos, Jr. of Periodic Financial Report under Section 906 of the
 Sarbanes-Oxley Act of 2002.                                     

18

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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.

| |                           |                                                       | 
| | ------------------------- | ----------------------------------------------------- | 
| | SIEBERT
 FINANCIAL CORP. 
| |                           |                                                      
| | By:                       | /s/ Muriel
 F. Siebert                                | 
| |                           |                                                       | 
| |                           | Muriel F.
 Siebert                                   
| |                           | Chairwoman
 and President                            
| |                           | (principal
 executive officer)                       
| |                           |                                                      
| | Dated:
 November 15, 2010
| |                           |                                                      
| | By:                       | /s/ Joseph
 M. Ramos, Jr.                             | 
| |                           |                                                       | 
| |                           | Joseph M.
 Ramos, Jr.                                
| |                           | Executive
 Vice President and Chief Financial Officer
| |                           | (principal
 financial and accounting officer)        
| |                           |                                                      
| | Dated:
 November 15, 2010

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