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


FORM 10-Q

|           |                                                                                   
|---------- | ----------------------------------------------------------------------------------
|(Mark One)
|          
|x          | Quarterly report under Section 13 or 15(d) of the
 Securities Exchange Act of 1934
|           |                                                                                   
|           | For the quarterly period
 ended September 30, 2008                                
|           |                                                                                   
|o          | Transition report under Section 13 or 15(d) of the
 Exchange Act                  
|           |                                                                                   
|           | For the transition period
 from _____________________ to _____________________    
|           |                                                                                   
|           | Commission file number 0-5703                                                     

|                                                        |  |                                      
|------------------------------------------------------- |  | -------------------------------------
|Siebert
 Financial Corp.                               
|                                                       
|(Exact
 Name of Registrant as Specified in its Charter)
|                                                        |  |                                      
|New York                                                |  | 11-1796714                           
|                                                        |  |                                      
|(State
 or Other Jurisdiction of Incorporation)         |  | (I.R.S.
 Employer Identification No.)

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

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

Yes x      No o

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

|                                       |                     |                        
|-------------------------------------- | ------------------- | -----------------------
|(Check one) Large Accelerated
 Filer o | Accelerated Filer o | Non-Accelerated Filer x

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

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of October 28, 2008, there were
22,206,520 shares of Common Stock, par value $.01 per share, outstanding.

1

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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, 2008
 (Unaudited) |            | December 31,
 2007 |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |  
|ASSETS                                                                                                                                                                                                                              |  |                                 |            |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                                                                           |  | $                               | 31,365,000 |                    | $ | 34,589,000 |  
|Cash equivalents  restricted                                                                                                                                                                                                       |  |                                 | 1,300,000  |                    |   | 1,300,000  |  
|Receivable from clearing brokers                                                                                                                                                                                                    |  |                                 | 1,934,000  |                    |   | 1,683,000  |  
|Securities owned, at market value                                                                                                                                                                                                   |  |                                 | 312,000    |                    |   | 739,000    |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                                                               |  |                                 | 1,469,000  |                    |   | 1,037,000  |  
|Investments in and advances to equity
 investees                                                                                                                                                                                    |  |                                 | 6,355,000  |                    |   | 5,902,000  |  
|Prepaid expenses and other assets                                                                                                                                                                                                   |  |                                 | 1,669,000  |                    |   | 936,000    |  
|Intangibles, net                                                                                                                                                                                                                    |  |                                 | 795,000    |                    |   | 871,000    |  
|Deferred taxes                                                                                                                                                                                                                      |  |                                 | 1,040,000  |                    |   | 867,000    |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  | $                               | 46,239,000 |                    | $ | 47,924,000 |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|Liabilities:                                                                                                                                                                                                                        |  |                                 |            |                    |   |            |  
|Accounts payable and accrued liabilities                                                                                                                                                                                            |  |                                 | 4,391,000  |                    |   | 5,704,000  |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|Commitments and contingencies                                                                                                                                                                                                       |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|Stockholders equity:                                                                                                                                                                                                               |  |                                 |            |                    |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,204,234 shares outstanding
 at September 30, 2008 and 23,211,846 shares issued and 22,212,346 shares
 outstanding at December 31, 2007 |  |                                 | 232,000    |                    |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                                                          |  |                                 | 19,445,000 |                    |   | 18,832,000 |  
|Retained earnings                                                                                                                                                                                                                   |  |                                 | 26,701,000 |                    |   | 27,660,000 |  
|Less: 1,007,612 shares of treasury stock,
 at cost at September 30, 2008 and 999,500 shares of treasury stock, at cost
 December 31, 2007                                                                                           |  |                                 | (4,530,000 | )                  |   | (4,504,000 | )
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  |                                 | 41,848,000 |                    |   | 42,220,000 |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  
|                                                                                                                                                                                                                                    |  | $                               | 46,239,000 |                    | $ | 47,924,000 |  
|                                                                                                                                                                                                                                    |  |                                 |            |                    |   |            |  

See notes to consolidated financial statements.

3

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

|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|--------------------------------------------------------------- |  | --------------------------------- | ---------- | -------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | 
|                                                                |  | Three Months Ended
 September 30, |            | Nine Months Ended
 September 30, |  
|                                                                |  |                                   |            |                                  |  
|                                                                |  | 2008                              |            | 2007                             |   | 2008       |   | 2007 |           
|                                                                |  |                                   |            |                                  |   |            |   |      |           
|Revenues:                                                       |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|Commissions and fees                                            |  | $                                 | 6,052,000  |                                  | $ | 6,096,000  |   | $    | 18,085,000 |   | $ | 19,264,000 | 
|Investment banking                                              |  |                                   | 400,000    |                                  |   | 713,000    |   |      | 2,844,000  |   |   | 2,665,000  | 
|Trading profits                                                 |  |                                   | 549,000    |                                  |   | 190,000    |   |      | 801,000    |   |   | 395,000    | 
|Interest and dividends                                          |  |                                   | 164,000    |                                  |   | 451,000    |   |      | 707,000    |   |   | 1,337,000  | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|                                                                |  |                                   | 7,165,000  |                                  |   | 7,450,000  |   |      | 22,437,000 |   |   | 23,661,000 | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|Expenses:                                                       |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|Employee compensation and benefits                              |  |                                   | 2,991,000  |                                  |   | 2,582,000  |   |      | 8,891,000  |   |   | 8,537,000  | 
|Clearing fees, including floor brokerage                        |  |                                   | 1,695,000  |                                  |   | 1,241,000  |   |      | 4,774,000  |   |   | 4,208,000  | 
|Professional fees                                               |  |                                   | 2,332,000  |                                  |   | 2,240,000  |   |      | 5,531,000  |   |   | 4,548,000  | 
|Advertising and promotion                                       |  |                                   | 253,000    |                                  |   | 120,000    |   |      | 857,000    |   |   | 638,000    | 
|Communications                                                  |  |                                   | 597,000    |                                  |   | 753,000    |   |      | 1,887,000  |   |   | 1,538,000  | 
|Occupancy                                                       |  |                                   | 338,000    |                                  |   | 317,000    |   |      | 981,000    |   |   | 959,000    | 
|Other general and administrative                                |  |                                   | 673,000    |                                  |   | 690,000    |   |      | 2,056,000  |   |   | 2,149,000  | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|                                                                |  |                                   | 8,879,000  |                                  |   | 7,943,000  |   |      | 24,977,000 |   |   | 22,577,000 | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|Income
 (loss) from equity investees                            |  |                                   | 108,000    |                                  |   | (395,000   | ) |      | 1,687,000  |   |   | 961,000    | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|(Loss)
 income before income taxes                              |  |                                   | (1,606,000 | )                                |   | (888,000   | ) |      | (853,000   | ) |   | 2,045,000  | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|(Benefit)
 provision for income taxes                           |  |                                   | (675,000   | )                                |   | (293,000   | ) |      | (362,000   | ) |   | 939,000    | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|Net (loss)
 income                                              |  | $                                 | (931,000   | )                                | $ | (595,000   | ) | $    | (491,000   | ) | $ | 1,106,000  | 
|                                                                |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|                                                               
|Net (loss) income per share of common stock
 -Basic and Diluted |  | $                                 | (.04       | )                                | $ | (.03       | ) | $    | (.02       | ) | $ | .05        | 
|Weighted
 average shares outstanding -                          |  |                                   |            |                                  |   |            |   |      |            |   |   |            | 
|Basic                                                           |  |                                   | 22,205,456 |                                  |   | 22,206,546 |   |      | 22,209,883 |   |   | 22,205,491 | 
|Diluted                                                         |  |                                   | 22,205,456 |                                  |   | 22,206,546 |   |      | 22,209,883 |   |   | 22,281,407 | 

See notes to consolidated financial statements.

4

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

|                                                                                             |  |                                |            |      |   |            |  
|-------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ---- | - | ---------- | -
|                                                                                             |  | Nine Months EndedSeptember 30, |           
|                                                                                             |  |                                |           
|                                                                                             |  | 2008                           |            | 2007 |  
|                                                                                             |  |                                |            |      |  
|Cash flows from operating activities:                                                        |  |                                |            |      |   |            |  
|Net (loss) income                                                                            |  | $                              | (491,000   | )    | $ | 1,106,000  |  
|Adjustments to reconcile net income to net
 cash (used in) provided by operating activities: |  |                                |            |      |   |            |  
|Depreciation and amortization                                                                |  |                                | 342,000    |      |   | 498,000    |  
|Income from equity investees                                                                 |  |                                | (1,687,000 | )    |   | (961,000   | )
|Deferred taxes                                                                               |  |                                | (173,000   | )    |   | 22,000     |  
|Distribution from equity investees                                                           |  |                                | 1,078,000  |      |   | 2,419,000  |  
|Employee stock based compensation                                                            |  |                                | 613,000    |      |   | 70,000     |  
|Unrealized loss of securities owned, at
 market value  other                                |  |                                | 191,000    |      |   |            |  
|Proceeds from sale of securities owned, at
 market value - other                             |  |                                | 236,000    |      |   |            |  
|Changes in:                                                                                  |  |                                |            |      |   |            |  
|Receivable from clearing brokers                                                             |  |                                | (251,000   | )    |   | 390,000    |  
|Prepaid expenses and other assets                                                            |  |                                | (733,000   | )    |   | (943,000   | )
|Accounts payable and accrued liabilities                                                     |  |                                | (1,313,000 | )    |   | 280,000    |  
|                                                                                             |  |                                |            |      |   |            |  
|Net cash (used in) provided by operating
 activities                                         |  |                                | (2,188,000 | )    |   | 2,881,000  |  
|                                                                                             |  |                                |            |      |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Cash flows from investing activities:                                                        |  |                                |            |      |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Purchase of
 securities owned, at market value                                               |  |                                |            |      |   | (248,000   | )
|Purchase of
 furniture, equipment and leasehold improvements                                 |  |                                | (698,000   | )    |   | (624,000   | )
|Collection/(payment)
 of net advances made to equity investees                               |  |                                | 156,000    |      |   | (73,000    | )
|                                                                                             |  |                                |            |      |   |            |  
|Net cash used in investing activities                                                        |  |                                | (542,000   | )    |   | (945,000   | )
|                                                                                             |  |                                |            |      |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Cash flows
from financing activities:                                                        |  |                                |            |      |   |            |  
|Dividend on
 common stock                                                                    |  |                                | (468,000   | )    |   | (560,000   | )
|Proceeds
 from exercise of options                                                           |  |                                |            |      |   | 11,000     |  
|Repurchase
 of common stock                                                                  |  |                                | (26,000    | )    |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Net cash used in financing activities                                                        |  |                                | (494,000   | )    |   | (549,000   | )
|                                                                                             |  |                                |            |      |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Net (decrease)/increase in cash and cash
 equivalents                                        |  |                                | (3,224,000 | )    |   | 1,387,000  |  
|                                                                                             |  |                                |            |      |   |            |  
|Cash and
 cash equivalents - beginning of period                                             |  |                                | 34,589,000 |      |   | 32,606,000 |  
|                                                                                             |  |                                |            |      |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Cash and
 cash equivalents - end of period                                                   |  | $                              | 31,365,000 |      | $ | 33,993,000 |  
|                                                                                             |  |                                |            |      |   |            |  
|                                                                                             |  |                                |            |      |   |            |  
|Supplemental cash flow disclosures:                                                          |  |                                |            |      |   |            |  
|Cash paid for:                                                                               |  |                                |            |      |   |            |  
|Income taxes                                                                                 |  | $                              | 567,000    |      | $ | 2,058,000  |  

See notes to
consolidated financial statements.

5

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Siebert
Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements 
Nine Months Ended September 30, 2008 and 2007 
(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% are accounted for by the equity method. The statements are
 unaudited; however, in the opinion of management these financial statements
 reflect all adjustments consisting of normal recurring accruals considered
 necessary to reflect fairly for the period ended September 30. 2008 and 2007,
 the Companys financial position and results of operations.                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The
 accompanying consolidated financial statements do not include all of the
 information and footnote disclosures normally included in financial statements
 prepared in accordance with generally accepted accounting principles in the
 United States of America. Accordingly, the statements should be read in
 conjunction with the audited financial statements included in the Companys
 Annual Report on Form 10-K for the year ended December 31, 2007. Because of
 the nature of the Companys business, the results of any interim period are
 not necessarily indicative of results for a full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Securities Owned, at Market Value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company
 adopted SFAS No. 157, Fair Value Measurements, in the first quarter of
 2008. SFAS No. 157 defines fair value, establishes a framework for measuring
 fair value and requires enhanced disclosures about fair value measurements.
 As defined in SFAS No. 157, 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. In determining fair value, the
 Company often utilizes certain assumptions that market participants would use
 in pricing the asset or liability, including assumptions about risk and or
 the risks inherent in the inputs to the valuation technique. These inputs can
 be readily observable, market corroborated, or generally unobservable firm
 inputs. 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 will be 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | As of
 September 30, 2008:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                   |  |          |  |         |  |         |  |         
| | --------------------------------- |  | -------- |  | ------- |  | ------- |  | --------
| | Securities
owned, at market value |  | Level 1  |  | Level 2 |  | Level 3 |  | Total   
| |                                   |  |          |  |         |  |         |  |         
| | NASDAQ common
 stock              |  | $312,000 |  | -       |  | -       |  | $312,000

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Earnings (loss) per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Basic
 earnings (loss) per share is calculated by dividing net income (loss) by the
 weighted average outstanding shares during the period. Diluted earnings
 (loss) per share is calculated by dividing net income by the number of shares
 outstanding under the basic calculation and adding all dilutive securities,
 which consist of options. The treasury stock method is used to reflect the
 dilutive effect of outstanding options, which for the nine months ended
 September 30, 2007 amounted to 75,916 additional shares, added to the basic
 weighted average outstanding shares of 22,205,491. As the Company recognized
 a net loss for the three and nine months ended September 30, 2008 and the
 three months ended September 30, 2007, basic and diluted loss per common
 share for such periods are the same as the effect of potentially dilutive
 securities would be anti-dilutive. Potentially dilutive securities consist of
 outstanding options to acquire 1,162,500 common shares.

6

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Net Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Siebert is
 subject to the Securities and Exchange Commissions Uniform Net Capital Rule
 (Rule 15c3-1), which requires the maintenance of minimum net capital. Siebert
 has elected to use the alternative method, permitted by the rule, which
 requires that Siebert maintain minimum net capital, as defined, equal to the
 greater of $250,000 or two percent of aggregate debit balances arising from
 customer transactions, as defined. (The net capital rule of the New York
 Stock Exchange also provides that equity capital may not be withdrawn or cash
 dividends paid if resulting net capital would be less than five percent of
 aggregate debits.) As of September 30, 2008, Siebert had net capital of
 approximately $28,236,000 as compared with net capital requirements of
 $250,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Capital Transaction:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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, 2008,
 8,112 shares have been purchased at an average price of $3.30 per share,
 including 500 shares from a buy back authorized in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | Siebert Brandford Shank & Co., LLC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Summarized
 financial data (presented in thousands) of Siebert Brandford Shank & Co.,
 LLC, (SBS) is set forth below. 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 the results
 of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                                                                   |  |              |            |      |  |            |  
|---------------------------------------------------------------------------------- |  | ------------ | ---------- | ---- |  | ---------- | -
|                                                                                   |  | September 30 |           
|                                                                                   |  |              |           
|                                                                                   |  |              |           
|                                                                                   |  | 2008         |            | 2007 | 
|                                                                                   |  |              |            |      | 
|                                                                                   |  |              |            |      |  |            |  
|Total assets including secured demand note
 of $1,200,000 due from Siebert         |  | $            | 30,766,000 |      |  |            |  
|Total liabilities including subordinated
 liabilities of $1,200,000 due to Siebert |  |              | 19,556,000 |      |  |            |  
|Total members capital                                                             |  |              | 11,210,000 |      |  |            |  
|Nine months ended:                                                                 |  |              |            |      |  |            |  
|Total revenues                                                                     |  |              | 22,774,000 |      |  | 17,895,000 |  
|Net income                                                                         |  |              | 3,470,000  |      |  | 1,977,000  |  
|Three months ended:                                                                |  |              |            |      |  |            |  
|Total revenues                                                                     |  |              | 7,322,000  |      |  | 3,807,000  |  
|Net income (loss)                                                                  |  |              | 211,000    |      |  | (886,000   | )

|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert
 charged SBS $84,000 and $180,000 for the nine months ended September 30, 2008
 and 2007, respectively, and $19,000 and $60,000 for the three months ended
 September 30, 2008 and 2007, respectively, for general and administrative
 services which Siebert believes approximates the cost of furnishing such
 services.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Sieberts
 share of SBSs undistributed earnings amounted to $5,101,000 at September 30,
 2008. 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 between Siebert and the principals and SBSs
 continued compliance with its regulatory and net capital requirements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | SBS Financial Products Company, LLC                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company
 has a 33.33% ownership interest in, and the two individual principals of SBS
 have an aggregate 66.66% ownership interest in, SBS Financial Products
 Company, LLC, (SBSFPC) which engages in derivatives transactions related to
 the municipal underwriting business.                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The
 Companys share of SBSFPCs undistributed earnings amounted to $416,000 at
 September 30, 2008.                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Summarized
 financial data of SBSFPC is set forth below. Income from SBSFPC is considered
 to be integral to the Companys operations and material to the results of
 operations.                                                                                                                                                                                                                

|                        |  |              |             |      |  |         |  
|----------------------- |  | ------------ | ----------- | ---- |  | ------- | -
|                        |  | September 30 |            
|                        |  |              |            
|                        |  |              |            
|                        |  | 2008         |             | 2007 | 
|                        |  |              |             |      | 
|Total assets            |  | $            | 103,237,000 |      |  |         |  
|Total
 liabilities      |  |              | 100,787,000 |      |  |         |  
|Total
 members capital |  |              | 2,449,000   |      |  |         |  
|Nine months
 ended:     |  |              |             |      |  |         |  
|Total
 revenues         |  |              | 202,000     |      |  | 441,000 |  
|Net loss                |  |              | (39,000     | )    |  | (24,000 | )
|Three months
 ended:    |  |              |             |      |  |         |  
|Total
 revenues         |  |              | 58,000      |      |  | 224,000 |  
|Net income              |  |              | 15,000      |      |  | 116,000 |  
|                        |  |              |             |      |  |         |  

7

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Commitments and Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Siebert
 terminated the fully disclosed clearing agreement (the Clearing Agreement)
 with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin &
 Jenrette Securities Corporation) (Pershing) in 2003. Based on consultation
 with counsel, Siebert believes that the $1,500,000 that it advanced to Pershing
 in January 2003 should have been returned and that Pershing may be liable for
 damages. Pershing expressed its belief that it was entitled to retain the
 advance and receive a minimum of $3 million for its unreimbursed costs, a
 termination fee of $500,000 and $5 million for lost revenues. Siebert
 received a release for the $3 million related to disputed claims for
 unreimbursed fees and costs. In 2004, Siebert decided not to commence
 proceedings against Pershing and charged off the $1,500,000 advance to Pershing.
 Siebert believes the Pershing claims are without merit and that the ultimate
 outcome of this matter will not have a material adverse effect on the
 Companys results of operations or financial position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company
 is involved in various routine lawsuits of a nature deemed by the Company
 customary and incidental to its business. In the opinion of management, the
 ultimate disposition of such actions will not have a material adverse effect
 on its financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | Dividend:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On June 9,
 2008, the Board of Directors declared a dividend of ten cents per share on
 the common stock of the Company, which was paid on June 30, 2008 to
 shareholders of record at the close of business on June 23, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Chief
 Executive Officer of the Company waived the right to receive the dividend in
 excess of the aggregate amount paid to other shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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

This
discussion should be read in conjunction with the our audited consolidated
financial statements as of and for the year ended December 31, 2007, 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 market place. Our working capital is invested in short term United States Treasury Bills, and to date the financial crisis has not had a material effect on our liquidity or financial position.

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

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, 2008, 8,112 shares have been purchased at an average price of $3.30 per
share, including 500 shares from a buy back authorized in 2000.

On
June 9, 2008, our Board of Directors declared a dividend of ten cents per share
on common stock, which was paid on June 30, 2008 to shareholders of record at
the close of business on June 23, 2008. Our Chief Executive Officer waived the
right to receive the dividend in excess of the aggregate amount paid to other
shareholders.

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 affect
the reported amounts of assets, liabilities, revenues and expenses and the
related disclosure of contigent assets and liabilities included in the
financial

8

---



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 received 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.

Results of Operations

We
believe that our business reflects the current difficult business environment
for discount and online and institutional brokers. We had net loss of $931,000
and $491,000 for the three months and nine months ended September 30, 2008,
respectively.

Three
Months Ended September 30, 2008 Compared to Three Months Ended September 30,
2007

Total
revenues for the three months ended September 30, 2008 were $7.2 million, a
decrease of $285,000 or 3.8% from the same period in 2007.

Commission
and fee income for the three months ended September 30, 2008 were $6.1 million, a decrease of
$44,000 or 1% from the same period in 2007. Commissions generated by retail
customers decreased due to a decrease in trading volumes as well as a decrease
in the average commission charged per trade offset by an increase in
institutional trading and from the commission recapture operations.

Investment
banking revenues for the three months ended September 30, 2008 were $400,000, a
decrease of $313,000 or 43.9% due to our participation in less new issues in
the equity and debt capital markets.

Trading
profits were $549,000 for the three months ended September 30, 2008, an
increase of $359,000 or 189.0% over the same period in 2007 due to the addition
of a debt sales-trader and an increase in trading volume.

Interest
and dividends for the three months ended September 30, 2008 were $164,000, a
decrease of $287,000 or 63.6% from the same period in 2007 primarily due to
lower yields on investments in U.S. Treasury Bills.

Total
expenses for the three months ended September 30, 2008 were $8.9 million, an
increase of $936,000 or 11.8% from the same period in 2007.

Employee
compensation and benefit costs for the three months ended September 30, 2008
were $3.0 million, an increase of $409,000 or 15.8% from the same period in
2007. This increase was primarily due to the expensing of stock options granted
to directors of our Company which vest immediately and an increase in health
insurance offset by a decrease in the staff bonus accrual.

Clearing
and floor brokerage costs for the three months ended September 30, 2008 were
$1.7 million, an increase of $454,000 or 36.6% from the same period in 2007
primarily due to an increase in listed floor executions for institutional
customers executed at the New York Stock Exchange, increased volume relating to
the commission recapture operations and increased volume of trade executions for
retail customers.

Professional
fees for the three months ended September 30, 2008, were $2.3 million, an
increase of $92,000 or 4.1% from the same period in 2007 due to an increase in
legal fees relating to a dispute with a former employee.

Advertising
and promotion expenses for the three months ended September 30, 2008 were
$253,000, an increase of $133,000 or 110.8% from the same period in 2007
primarily due to an increase in print advertising and direct mailings to our
retail customer base in the third quarter of 2008.

Communications
expense for the three months ended September 30, 2008, was $597,000, a decrease
of $156,000 or 20.7% from the same period in 2007 primarily due to initial and
one-time costs associated with our new website in the third quarter of 2007.
The website was launched in the fourth quarter of 2008.

Occupancy
costs for the three months ended September 30, 2008 were $338,000, an increase
of $21,000 or 6.6% from the same period in 2007 due to an increase in rent in
the Florida branches and New Jersey office offset by a reduction in rent for
our California branch.

Other
general and administrative expenses for the three months ended September 30,
2008 were $673,000, a decrease of $17,000 or 2.5% from the same period in 2007
due to the decrease in depreciation and amortization expenses, postage,
printing, insurance, travel and entertainment, and registration fees offset by
increases in exchange fees and transportation costs.

Income
from Sieberts equity investment in Siebert Brandford Shank & Co., LLC, an
entity in which Siebert holds a 49% equity interest (SBS), for the three
months ended September 30, 2008, was $103,000 compared to a loss of $434,000
from the same period in 2007 primarily due to SBS participating in more
municipal bond offerings. SBS serves as an underwriter for municipal bond
offerings. Income from our equity investment in SBS Financial Products Company,
LLC, an entity in which we hold a 33% equity

9

---



interest
(SBSFPC) for the three months ended September 30, 2008, was $5,000 compared
to income from our equity investment in SBSFPC of $39,000, a decrease of
$34,000 from the same period in 2007. This decrease was due to a decrease in
the number and size of the transactions SBSFPC entered into in the third
quarter of 2008. Loss and income from equity investees is considered to be
integral to our operations and material to the results of operations.

The
tax benefit for the three months ended September 30, 2008 and 2007 was $675,000
and $293,000, respectively, due to our loss before benefit of $1.6 million and
$888,000 for the three months ended September 30, 2008 and 2007, respectively.
Such provisions represented effective tax rates of approximately 42%,
respectively.

Nine
Months Ended September 30, 2008 Compared to Nine Months Ended September 30,
2007

Total
revenues for the nine months ended September 30, 2008 were $22.4 million, a
decrease of $1.2 million or 5.2% from the same period in 2007.

Commission
and fee income for the nine months ended September 30, 2008 was $18.1 million,
a decrease of $1.2 million or 6.1% from the same period in 2007 due to a
decrease in institutional trading and retail customers trading. Retail customer
volumes increased however the average commission charged per trade decreased
due to more retail customers executing trades online via the Internet, which
has a lower commission charge per ticket.

Investment
banking revenues for the nine months ended September 30, 2008 were $2.8
million, an increase of $179,000 or 6.7% from the same period in 2007 due to
our participation in more new issues in the equity and debt capital markets.

Trading
profits were $801,000 for the nine months ended September 30, 2008, an increase
of $406,000 or 102.8% over the same period in 2007 due to the addition of a
debt sales-trader and an increase in trading volume.

Interest
and dividends for the nine months ended September 30, 2008 were $707,000, a
decrease of $630,000 or 47.1% from the same period in 2007 primarily due to
lower yields on investments in U.S. Treasury Bills.

Total
expenses for the nine months ended September 30, 2008 were $25.0 million, an
increase of $2.4 million or 10.6% from the same period in 2007.

Employee
compensation and benefit costs for the nine months ended September 30, 2008
were $8.9 million, an increase of $354,000 or 4.2% from the same period in
2007. This increase was primarily due to the expensing of stock options granted
to directors of our Company which vest immediately and an increase in health
insurance offset by a decrease in the staff bonus accrual.

Clearing
and floor brokerage costs for the nine months ended September 30, 2008 were
$4.8 million, an increase of $566,000 or 13.5% from the same period in 2007
primarily due to an increase in volume of trade executions for retail customers
and volume relating to the commission recapture operation offset by a decrease
in listed floor executions for institutional customers executed at the New York
Stock Exchange.

Professional
fees for the nine months ended September 30, 2008, were $5.5 million, an
increase of $983,000 or 21.6% from the same period in 2007 primarily due to an increase
in legal fees relating to a dispute with a former employee, consulting fees
relating to the commission recapture business and compliance with
Sarbanes-Oxley and consultants assisting with the development of the front end
computer system.

Advertising
and promotion expenses for the nine months ended September 30, 2008 were
$857,000, an increase of $219,000 or 34.3% from the same period in 2007
primarily due to an increase in print advertising and direct mailings to our
retail customer base in the third quarter of 2008.

Communications
expense for the nine months ended September 30, 2008, was $1.9 million, an
increase of $349,000 or 22.7% from the same period in 2007 primarily due to an
increase in costs associated with our new website which was launched in the
fourth quarter of 2008.

Occupancy
costs for the nine months ended September 30, 2008 were $981,000, an increase
of $22,000 or 2.3% from the same period in 2007 due to an increase in rent in
the Florida branches and New Jersey office offset by a reduction in rent for
our California branch.

Other
general and administrative expenses for the nine months ended September 30,
2008 were $2.1 million a decrease of $93,000 or 4.3% from the same period in
2007. The decrease was a result of decreases in depreciation and amortization,
placement fees, travel and entertainment, insurance and printing costs offset
by increases in subscriptions, computer related expenses and office expenses.

Income
from the Sieberts equity investment in Siebert Brandford Shank & Co., LLC,
an entity in which Siebert holds a 49% equity interest (SBS) for the nine
months ended September 30, 2008, was $1.7 million, compared to income of
$968,000, an increase of $732,000 or 75.6% from the same period in 2007. The
increase was due to SBS participating in more municipal bond offerings. SBS
serves as an underwriter for municipal bond offerings. Loss from our equity
investment in SBS Financial Products

10

---



Company, LLC
an entity in which we hold a 33% equity interest (SBSFPC) for the nine months
ended September 30, 2008, was $13,000 as compared to a loss from our equity
investment in SBSFPC of $7,000 from the same period in 2007. This decrease was
due to a limited number of transactions SBSFPC entered into in 2008 due to the
competitive market place creating very narrow margins. Income and loss from
equity investees is considered to be integral to our operations and material to
the results of operations.

The
tax benefit for the nine months ended September 30, 2008 was $362,000 based on
our loss before income tax of $853,000. The tax provision for the nine months
ended September 30, 2007 were $939,000 based on our income before tax of $2.1
million. Such provisions represented effective tax rates of 42% and 46%,
respectively.

Liquidity and Capital
Resources

Our
assets are highly liquid, consisting generally of cash, money market funds and
commercial paper. Our total assets at September 30, 2008 were $46 million. As
of that date, $33.3 million, or 72%, of total assets were regarded by us as
highly liquid.

On
June 9, 2008, our Board of Directors declared a dividend of ten cents per share
on common stock, which was paid on June 30, 2008 to shareholders of record at
the close of business on June 23, 2008. Our Chief Executive Officer waived the
right to receive the dividend in excess of the aggregate amount paid to other
shareholders.

Siebert
is subject to the net capital requirements of the SEC, the NYSE and other
regulatory authorities. At September 30, 2008, Sieberts regulatory net capital
was $28.2 million, $28.0 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, 2008, 8,112 shares have been purchased at an average price of $3.30 per
share, including 500 shares from a buy back authorized in 2000.

Siebert
has entered into a Secured Demand Note Collateral Agreement with SBS under
which it is obligated to lend to SBS up to $1.2 million pursuant to a secured
promissory note on a subordinated basis. Amounts pledged by Siebert under the
facility are reflected on our balance sheet as cash equivalents  restricted.
SBS pays Siebert interest on this amount at the rate of 4% per annum. The
facility expires on August 31, 2010, at which time SBS is obligated to repay to
Siebert any amounts borrowed by SBS thereunder. As of September 30, 2008, no
amount were outstanding under the note.

Item 3. Quantitative
and Qualitative Disclosures About Market Risk

Working
capital is generally temporarily invested 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. We also invest in
certain short-term municipal bonds, the values of which may fluctuate during
the period they are held by us.

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 counter parties are unable to fulfill their
contractual obligations.

11

---



Item 4T. 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
Exchange Act Rule 13a-15 under the Securities Exchange Act of 1934, as amended.
Based upon that evaluation, our 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 required disclosure.

There
were no changes in our internal controls 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.

12

---



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 its
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, 2007, 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,
2007.

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

On May 15,
2000, our Board of Directors authorized a buy back of up to one million shares
of our common stock.

On January 22,
2008, our Board of Directors authorized the repurchase of up to 300,000 shares
of our common stock.

A summary of
our repurchase activity for the three months ended September 30, 2008 is as
follows:

|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |       |  |  |         | 
|--------------- |  | ---------------------------------- | ----- | ----------------------------- | - | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------- | ----- |  |  | ------- | 
|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 Plan |      
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |       |  |  |         | 
|July 2008       |  |                                    | 2,698 |                               | $ | 3.19                                                                    |  |                                                                       | 6,614 |  |  | 293,886 | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |       |  |  |         | 
|August 2008     |  |                                    | 1,498 |                               | $ | 3.25                                                                    |  |                                                                       | 8,112 |  |  | 292,388 | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |       |  |  |         | 
|September
 2008 |  |                                    | 0     |                               |   |                                                                         |  |                                                                       | 8,112 |  |  | 292,388 | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |       |  |  |         | 
|                |  |                                    |       |                               |   |                                                                         |  |                                                                       |       |  |  |         | 
|Total           |  |                                    | 0     |                               |   |                                                                         |  |                                                                       | 8,112 |  |  | 292,388 | 

Item 3. Defaults
Upon Senior Securities

None

13

---



Item 4. Submission
of Matters to a Vote of Security Holders

None

Item 5. Other
Information

None

Item 6. Exhibits

(a)

| |      |                                                                                                                                                               
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                     

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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 14, 2008
| |                           |                                                      
| | By:                       | /s/ Joseph
 M. Ramos, Jr.                            
| |                           |                                                      
| |                           | Joseph M.
 Ramos, Jr.                                
| |                           | Executive
 Vice President and Chief Financial Officer
| |                           | (principal
 financial and accounting officer)        
| |                           |                                                      
| | Dated:
 November 14, 2008

15

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