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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          March 31, 2009                                          
|  |                                                                                                 
|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 Issuer 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that
registrant was required to submit and post such files.)

Yes o 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 o               |  | Smaller
 Reporting Company 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 May 4, 2009, there were 22,198,430
shares of Common Stock, par value $.01 per share outstanding.

---

---



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

Certain
statements contained in the Managements Discussion and Analysis of Financial
Condition and Results of Operations below and elsewhere in this document, as
well as oral statements that may be made by us or by our officers, directors or
employees acting on our behalf, that are not statements of historical or
current fact constitute forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward looking
statements involve risks and uncertainties and known and unknown factors that
could cause our actual results to be materially different from our historical
results or from any future results expressed or implied by such forward looking
statements, including, without limitation: changes in general economic and
market conditions; fluctuations in volume and prices of securities; demand for
brokerage and investment banking services; competition within and without the
discount brokerage business, including the offer of broader services;
competition from electronic discount brokerage firms offering lower rates on
commissions than we do; the 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.

1

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Siebert Financial Corp. & Subsidiaries
Consolidated Statements of Financial Condition

|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                                                                                              |  | March 31,
 2009(unaudited) |            | December 31,
 2008 |  
|                                                                                                                                                                                              |  |                            |           
|                                                                                                                                                                                              |  |                            |            |                    |  
|ASSETS                                                                                                                                                                                        |  |                            |            |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                                     |  | $                          | 26,243,000 |                    | $ | 29,617,000 |  
|Cash equivalents  restricted                                                                                                                                                                 |  |                            | 1,300,000  |                    |   | 1,300,000  |  
|Receivable from clearing broker                                                                                                                                                               |  |                            | 2,901,000  |                    |   | 1,682,000  |  
|Securities owned, at fair value                                                                                                                                                               |  |                            | 949,000    |                    |   | 758,000    |  
|Furniture, equipment and leasehold
 improvements, net                                                                                                                                         |  |                            | 1,457,000  |                    |   | 1,481,000  |  
|Investment in and advances to affiliates                                                                                                                                                      |  |                            | 7,249,000  |                    |   | 6,480,000  |  
|Income tax refund receivable                                                                                                                                                                  |  |                            | 1,485,000  |                    |   | 1,312,000  |  
|Prepaid expenses and other assets                                                                                                                                                             |  |                            | 1,080,000  |                    |   | 1,026,000  |  
|Intangibles, net                                                                                                                                                                              |  |                            | 755,000    |                    |   | 775,000    |  
|Deferred taxes                                                                                                                                                                                |  |                            | 1,187,000  |                    |   | 1,148,000  |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  | $                          | 44,606,000 |                    | $ | 45,579,000 |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                          |  |                            |            |                    |   |            |  
|Liabilities:                                                                                                                                                                                  |  |                            |            |                    |   |            |  
|Securities sold short, at fair
 value                                                                                                                                                         |  | $                          | 509,000    |                    |   |           |  
|Accounts payable and accrued liabilities                                                                                                                                                      |  |                            | 3,843,000  |                    |   | 4,995,000  |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  |                            | 4,352,000  |                    |   | 4,995,000  |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|Contingencies                                                                                                                                                                                 |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|Stockholders equity:                                                                                                                                                                         |  |                            |            |                    |   |            |  
|Common stock, $.01 par value; 49,000,000
 shares authorized, 23,211,846 shares issued and 22,197,733 and 22,202,115 shares outstanding
 at March 31, 2009 and December 31, 2008, respectively |  |                            | 232,000    |                    |   | 232,000    |  
|Additional paid-in capital                                                                                                                                                                    |  |                            | 19,463,000 |                    |   | 19,454,000 |  
|Retained earnings                                                                                                                                                                             |  |                            | 25,100,000 |                    |   | 25,432,000 |  
|Less: 1,014,113 and 1,009,731 shares of
 treasury stock, at cost at March 31, 2009 and December 31, 2008, respectively                                                                        |  |                            | (4,541,000 | )                  |   | (4,534,000 | )
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  |                            | 40,254,000 |                    |   | 40,584,000 |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  
|                                                                                                                                                                                              |  | $                          | 44,606,000 |                    | $ | 45,579,000 |  
|                                                                                                                                                                                              |  |                            |            |                    |   |            |  

See notes to consolidated financial
statements.

2

---



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

|                                                        |  |                               |            |      |   |            |  
|------------------------------------------------------- |  | ----------------------------- | ---------- | ---- | - | ---------- | -
|                                                        |  | Three Months Ended
 March 31, |           
|                                                        |  |                              
|                                                        |  | 2009                          |            | 2008 |  
|                                                        |  |                               |            |     
|Revenues:                                               |  |                               |            |      |   |            |  
|Commissions and fees                                    |  | $                             | 4,566,000  |      | $ | 6,201,000  |  
|Investment banking                                      |  |                               | 1,877,000  |      |   | 1,257,000  |  
|Trading profits                                         |  |                               | 531,000    |      |   | 39,000     |  
|Interest and dividends                                  |  |                               | 26,000     |      |   | 400,000    |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               | 7,000,000  |      |   | 7,897,000  |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|Expenses:                                               |  |                               |            |      |   |            |  
|Employee compensation and benefits                      |  |                               | 3,033,000  |      |   | 3,270,000  |  
|Clearing fees, including floor brokerage                |  |                               | 1,474,000  |      |   | 1,578,000  |  
|Professional fees                                       |  |                               | 1,949,000  |      |   | 1,186,000  |  
|Advertising and promotion                               |  |                               | 278,000    |      |   | 303,000    |  
|Communications                                          |  |                               | 638,000    |      |   | 644,000    |  
|Occupancy                                               |  |                               | 323,000    |      |   | 326,000    |  
|Other general and administrative                        |  |                               | 681,000    |      |   | 715,000    |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               | 8,376,000  |      |   | 8,022,000  |  
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|Income (loss) from equity investees                     |  |                               | 844,000    |      |   | (57,000    | )
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|Loss before income taxes                                |  |                               | (532,000   | )    |   | (182,000   | )
|                                                        |  |                               |            |      |   |            |  
|Benefit for income taxes                                |  |                               | (200,000   | )    |   | (54,000    | )
|                                                        |  |                               |            |      |   |            |  
|Net loss                                                |  | $                             | (332,000   | )    | $ | (128,000   | )
|                                                        |  |                               |            |      |   |            |  
|                                                        |  |                               |            |      |   |            |  
|Net loss per share of common stock
 - Basic and Diluted |  | $                             | (.01       | )    | $ | (.01       | )
|Weighted average shares outstanding - Basic             |  |                               | 22,199,450 |      |   | 22,212,346 |  
|Weighted average shares outstanding -
 Diluted          |  |                               | 22,199,450 |      |   | 22,212,346 |  

See notes to consolidated financial
statements.

3

---



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

|                                                                             |  |                               |            |      |   |             |  
|---------------------------------------------------------------------------- |  | ----------------------------- | ---------- | ---- | - | ----------- | -
|                                                                             |  | Three Months Ended
 March 31, |           
|                                                                             |  |                              
|                                                                             |  | 2009                          |            | 2008 |  
|                                                                             |  |                               |            |     
|Cash flows from operating activities:                                        |  |                               |            |      |   |             |  
|Net loss                                                                     |  | $                             | (332,000   | )    | $ | (128,000    | )
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                               |            |      |   |             |  
|Depreciation and amortization                                                |  |                               | 126,000    |      |   | 113,000     |  
|(Income) loss from equity investees                                          |  |                               | (844,000   | )    |   | 57,000      |  
|Distribution from
 equity investees                                          |  |                               | 19,000     |      |   | 21,000      |  
|Deferred taxes                                                               |  |                               | (39,000    | )    |   | 14,000      |  
|Employee stock based compensation                                            |  |                               | 9,000      |      |   | 14,000      |  
|Securities owned, at fair value                                              |  |                               | (191,000   | )    |   |            |  
|Securities sold short, at fair value                                         |  |                               | 509,000    |      |   |            |  
|Unrealized loss of securities owned, at
 market value - other                |  |                               |           |      |   | 110,000     |  
|Proceeds from sale of securities owned,
 market value - other                |  |                               |           |      |   | 236,000     |  
|Changes in:                                                                  |  |                               |            |      |   |             |  
|Receivable from clearing broker                                              |  |                               | (1,219,000 | )    |   | (580,000    | )
|Accrued interest securities owned, at
 market value  Treasury bills         |  |                               |           |      |   | (204,000    | )
|Income tax refund receivable                                                 |  |                               | (173,000   | )    |   |            |  
|Prepaid expenses and other assets                                            |  |                               | (54,000    | )    |   | (341,000    | )
|Accounts payable and accrued liabilities                                     |  |                               | (1,152,000 | )    |   | (480,000    | )
|                                                                             |  |                               |            |      |   |             |  
|Net cash used in operating activities                                        |  |                               | (3,341,000 | )    |   | (1,168,000  | )
|                                                                             |  |                               |            |      |   |             |  
|                                                                             |  |                               |            |      |   |             |  
|Cash flows from investing activities:                                        |  |                               |            |      |   |             |  
|Purchase of securities owned, at market
 value  Treasury bills              |  |                               |           |      |   | (24,798,000 | )
|Purchase of furniture, equipment and
 leasehold improvements                 |  |                               | (82,000    | )    |   | (196,000    | )
|Collection of advances made to equity
 investees                             |  |                               | 56,000     |      |   | 132,000     |  
|                                                                             |  |                               |            |      |   |             |  
|Net cash used in investing activities                                        |  |                               | (26,000    | )    |   | (24,862,000 | )
|                                                                             |  |                               |            |      |   |             |  
|                                                                             |  |                               |            |      |   |             |  
|Cash flows from financing activities:                                        |  |                               |            |      |   |             |  
|Purchase of treasury shares                                                  |  |                               | (7,000     | )    |   |            |  
|                                                                             |  |                               |            |      |   |             |  
|Net cash used in financing activities                                        |  |                               | (7,000     | )    |   |            |  
|                                                                             |  |                               |            |      |   |             |  
|                                                                             |  |                               |            |      |   |             |  
|Net decrease in cash and cash equivalents                                    |  |                               | (3,374,000 | )    |   | (26,030,000 | )
|Cash and cash equivalents - beginning of
 period                             |  |                               | 29,617,000 |      |   | 34,589,000  |  
|                                                                             |  |                               |            |      |   |             |  
|                                                                             |  |                               |            |      |   |             |  
|Cash and cash equivalents - end of period                                    |  | $                             | 26,243,000 |      | $ | 8,559,000   |  
|                                                                             |  |                               |            |      |   |             |  
|                                                                             |  |                               |            |      |   |             |  
|Supplemental cash flow disclosures:                                          |  |                               |            |      |   |             |  
|Cash paid for:                                                               |  |                               |            |      |   |             |  
|Income taxes                                                                 |  | $                             | 11,000     |      | $ | 36,000      |  

See notes to consolidated
financial statements.

4

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Siebert Financial Corp. & Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2009 and 2008
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The consolidated financial statements include the accounts of Siebert
 Financial Corp. (the Company) and its wholly owned subsidiaries Muriel
 Siebert & Co., Inc. (Siebert) and Siebert Womens Financial Network,
 Inc. (WFN). All material intercompany balances and transactions have been
 eliminated. Investment in two entities in which the Company has ownership
 interests of 49% and 33.33%, respectively, are accounted for by the equity
 method. The statements are unaudited; however, in the opinion of management,
 all adjustments considered necessary to reflect fairly the Companys
 financial position and results of operations, consisting of normal recurring
 adjustments, have been included.                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying consolidated financial statements do not include all
 of the information and footnote disclosures normally included in financial
 statements prepared in accordance with accounting principles generally
 accepted 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, 2008.
 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 transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Securities transactions include trading profits, commission revenues and
 related clearing expenses are recorded on a trade date basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Marketable securities are valued at fair value. Interest is recorded
 on an accrual basis. Dividends are recorded on the ex-dividend date. Siebert
 clears all its security transactions through two unaffiliated clearing firms
 on a fully disclosed basis. Accordingly, Siebert does not hold funds or
 securities for or owe funds or securities to its customers. Those functions
 are performed by the clearing firms, which are highly capitalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company adopted SFAS No. 157, Fair Value Measurements,
 effective January 1, 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 are
 classified and disclosed in one of the following three categories:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Level 1  valued based on quoted prices at the measurement date for
 identical assets or liabilities trading in active markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Level 2  quoted prices in active markets for similar assets and
 liabilities and inputs that are observable for the asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

5

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| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | Level 3  valuations derived from valuation techniques in which one
 or more significant inputs is not readily observable.
| |                                                                                                                           
| | As of March 31, 2009, accounts measured at fair value are classified as follows:                                          

| |                                           |  |         |         |         |   |         |  |   |         | 
| | ----------------------------------------- |  | ------- | ------- | ------- | - | ------- |  | - | ------- | 
| | Securities
 owned                         |  | Level 1 |         | Level 2 |   | Total   | 
| |                                           |  |         |         |         |   |         | 
| |                                           |  |         |         |         |   |         |  |   |         | 
| | New York
 State Dormitory Revenue Bonds   |  |         |        |         | $ | 507,000 |  | $ | 507,000 | 
| |                                           |  |         |         |         |   |         |  |   |         | 
| | New York
 City Transitional Revenue bonds |  |         |         |         | $ | 242,000 |  | $ | 242,000 | 
| |                                           |  |         |         |         |   |         |  |   |         | 
| | Common stock                              |  | $       | 200,000 |         |   |        |  | $ | 200,000 | 
| |                                           |  |         |         |         |   |         | 
| |                                           |  | $       | 200,000 |         | $ | 749,000 |  | $ | 949,000 | 
| |                                           |  |         |         |         |   |         |  |   |         | 
| | Securities
 sold short                    |  |         |         |         |   |         |  |   |         | 
| |                                           |  |         |         |         |   |         |  |   |         | 
| | France
 Telecom SA Corporate Bonds        |  | $       | 509,000 |         |   |        |  | $ | 509,000 | 
| |                                           |  |         |         |         |   |         | 
| |                                           |  | $       | 509,000 |         |   |         |  | $ | 509,000 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Common stocks held long and corporate bonds sold short classified
 within Level 1 of the fair value hierarchy are valued on the last business day
 of the period at the last available reported sales price on the primary
 securities exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Municipal Bonds held long classified within Level 2 of the fair value
 hierarchy are valued based on prices obtained from pricing sources, which
 derive values from observable inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Loss Per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Basic loss per share is calculated by dividing net loss by the
 weighted average outstanding shares during the period. Diluted earnings 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 Company recognized a net loss for the three
 months ended March 31, 2009 and March 31, 2008. Accordingly, basic and
 diluted common shares are the same as the effect of potentially dilutive
 securities would be anti-dilutive to loss per share. Potentially dilutive
 securities consisting of outstanding options not included in the computation
 of diluted loss per share as the effect would have been
 anti-dilutive for the three months ended March 31, 2009 and 2008 amounted to
 1,767,200 and 1,467,200, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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                                                                                                                                                                                                                                                                                                                                                         

6

---



|   |                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 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 March 31, 2009, Siebert had net capital of approximately
 $23,119,000 as compared with net capital requirements of $250,000.                                                        
|   |                                                                                                                                                                                                                                                                                                                                                    
|5. | Capital Transactions:                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                    
|   | On January 22, 2008, the Board of Directors of the Company authorized
 a buy back of up to 300,000 shares of common stock. Shares will be purchased
 from time to time, at managements discretion, in the open market and in
 private transactions. The Company purchased 4,382 shares at an average price
 of $1.68 in the first quarter of 2009.
|   |                                                                                                                                                                                                                                                                                                                                                    
|6. | 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 (loss) from SBS is considered to be integral to
 Sieberts operations and material to the results of operations.   

|                                                                                    |  |           |            |      |  |           |  
|----------------------------------------------------------------------------------- |  | --------- | ---------- | ---- |  | --------- | -
|                                                                                    |  | March 31, |           
|                                                                                    |  |           |            |     
|                                                                                    |  | 2009      |            | 2008 | 
|                                                                                    |  |           |            |      | 
|                                                                                   
|Total assets, including secured demand note
 of $1,200,000 due from Siebert         |  | $         | 26,244,000 |      |  |           |  
|Total liabilities, including subordinated
 liabilities of $1,200,000 due to Siebert |  |           | 12,377,000 |      |  |           |  
|Total members capital                                                              |  |           | 13,867,000 |      |  |           |  
|Total revenues                                                                      |  |           | 9,060,000  |      |  | 4,601,000 |  
|Net income (loss)                                                                   |  |           | 1,860,000  |      |  | (97,000   | )
|Regulatory minimum net capital requirement                                          |  |           | 300,000    |      |  | 344,000   |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Siebert charged SBS $19,000 and $46,000 for the three months ended
 March 31, 2009 and 2008, respectively, for general and administrative
 services, which Siebert believes approximates the cost of furnishing such
 services.                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Sieberts share of net income (loss) for the three months ended March 31, 2009
and 2008 amounted to $912,000 and $(47,000), respectively.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Sieberts share of undistributed earnings from SBS amounted to
 $6,403,000 at March 31, 2009. Such
 amounts 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 net capital requirements.                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | 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. (Loss) income from SBSFPC is considered
to be integral to the Companys operations and material to the results of operations.

| |                                                        
| | -------------------------------------------------------
| | Summarized financial data of SBSFPC is set forth below.

| |                         |           |  |             |    |  |         |  
| | ----------------------- | --------- |  | ----------- | -- |  | ------- | -
| |                         | March 31, | 
| |                         |           | 
| |                         | 2009      |  | 2008        |   
| |                         |           | 
| | Total assets            |           |  | 174,200,000 |    |  |         |  
| | Total
 liabilities      |           |  | 173,226,000 |    |  |         |  
| | Total
 members capital |           |  | 975,000     |    |  |         |  
| | Total revenues          |           |  | (154,000    | )* |  | 88,000  |  
| | Net loss                |           |  | (203,000    | )  |  | (28,000 | )

| |                                                          
| | ---------------------------------------------------------
| | *Attributable to unrealized loss on derivative contracts.

| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | The Companys share of net loss for the three months ended March 31, 2009 and 2008
amounted to $68,000 and $10,000, respectively.
| |                                                                                                                                  
| | At March 31, 2009, SBSFPC had an accumulated loss of $225,000 of
 which the Companys share was $75,000.                         

7

---



|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.                                                                                             | Contingent Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                               | Siebert terminated a clearing agreement (the Clearing Agreement)
 with Pershing LLC (Pershing) in 2003. Based on consultation with counsel,
 Siebert believes that $1,500,000 that it advanced to Pershing in January 2003
 should have been returned. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Item 2. Managements Discussion and
 Analysis of Financial Condition and Results of Operations
|                                                                                              
|                                                                                               | This
 discussion should be read in conjunction with our audited consolidated financial
 statements as of and for the year ended December 31, 2008, and our unaudited
 Consolidated Financial Statements and the Notes thereto contained elsewhere
 in this Quarterly Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Business Environment                                                                          
|                                                                                              
|                                                                                               | The stock
 markets posted new lows in the first quarter 2009 as a result of the
 financial crisis affecting the global economy. Competition in the brokerage
 industry remains intense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                               | 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 financial market activity, profitability
 is likely to be adversely affected because certain expenses remain relatively
 fixed, including salaries and related costs, portions of communications costs
 and occupancy expenses. Accordingly, earnings or loss for any period should
 not be considered representative of any other period.                                                                                                                                                                                                                       

8

---



Recent Developments

| |                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January
 22, 2008, our Board of Directors authorized a buy back of up to 300,000
 shares of common stock. Shares will be purchased from time to time, in our
 discretion, in the open market and in private transactions. The Company purchased
 4,382 shares at an average price of $1.68 in the first quarter of 2009.

Critical Accounting Policies

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

Results of Operations

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We
 had a net loss of $332,000 and $128,000 for the three months ended March 31,
 2009 and 2008, respectively.                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Total
 revenues for the three months ended March 31, 2009 were $7.0 million, a
 decrease of $897,000 or 11.4% from the same period in 2008.                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Commission
 and fee income for the three months ended March 31, 2009 was $4.6 million, a
 decrease of $1.6 million or 26.4% from the same period in 2008 due to a
 decrease in institutional trading, commission recapture and retail customer
 trading. Retail customer volumes decreased; however, the average commission
 charged per trade increased due to more retail customers executing trades
 via the phone, which has a higher commission charge per ticket.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Investment
 banking revenues for the three months ended March 31, 2009 were $1.9 million,
 an increase of $620,000 or 49.3% from the same period in 2008 due to our
 participation in more new issues in the debt markets.                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Trading
 profits were $531,000 for the three months ended March 31, 2009, an increase
 of $492,000 or 1261.5% from the same period in 2008 primarily due to the
 addition of a debt sales-trader and an increase in trading volume.                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Interest
 and dividends for the three months ended March 31, 2009 were $26,000, a
 decrease of $374,000 or 93.5% primarily due to lower yields on investments in
 U.S. Treasury Bills and lower cash balances.                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Total
 expenses for the three months ended March 31, 2008 were $8.4 million, an
 increase of $354,000 or 4.4% from the same period in 2008.                                                                                                                                                                                                                                                                                                                            

9

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Employee
 compensation and benefit costs for the three months ended March 31, 2009 was
 $3.0 million, a decrease of $237,000 or 7.2% for the same period in 2008.
 This decrease was due to a reduction in headcount from 2008 to 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Clearing
 and floor brokerage costs for the three months ended March 31, 2009 were $1.5
 million, a decrease of $104,000 or 6.6% from the same period in 2008 due to a
 decrease in volume of trade executions for retail customers and commission
 recapture operations offset by an increase in execution charges for
 institutional debt customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Professional
 fees were $2.0 million for the three months ended March 31, 2009, an increase
 of $763,000, or 64.3% for the same period in 2008 primarily due to an
 increase in legal fees relating to a dispute with a former employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Advertising
 and promotion expenses for the three months ended March 31, 2009 were
 $278,000, a decrease of $25,000 or 8.3% from the same period in 2008
 primarily due to a decrease in print advertising, brochures and direct
 mailings to our retail customer base.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Communications
 expense for the three months ended March 31, 2009, was $638,000, a decrease
 of $6,000 or 1.0% from the same period in 2008 primarily due to a decrease in
 quotation costs associated with our retail customer base.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Occupancy
 costs for the three months ended March 31, 2009 were $323,000, a decrease of
 $3,000 or 1.0% from the same period in 2008 due to a decrease in rents in the
 Florida branches.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Other
 general and administrative expenses were $681,000, a decrease of $34,000 or
 4.8% from the same period in 2008 primarily due to a decrease in office
 expense, registration fees, insurance, supplies, subscriptions, offset by
 increases in depreciation, travel and entertainment, postage and
 subscriptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 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 March 31, 2009 was $912,000 compared to a loss of $47,000, from
 the same period in 2008. This increase was due to SBS participating in more
 and larger managed and co-managed transactions. SBS serves as an underwriter
 for municipal underwritings. Loss from our equity investment in SBS Financial
 Products Company, LLC, an entity in which we hold a 33% equity interest
 (SBSFPC) for the three months ended March 31, 2009, was $68,000 as compared
 to a loss of $10,000 from the same period in 2008. This loss was due to the
 mark to market loss in positions. Income and loss from equity investees is
 considered to be integral to our operations and material to the results of
 operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | For
 the three months ended March 31, 2009 and 2008 we recorded a benefit for
 taxes of $200,000 and $54,000 due to our loss before taxes of $532,000 and
 $182,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Liquidity
 and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Our
 assets are highly liquid, consisting generally of cash, money market funds
 and commercial paper. Our total assets at March 31, 2009 were $45 million. As
 of that date, $29 million, or 65%, of our total assets were regarded by us as
 highly liquid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Siebert
 is subject to the net capital requirements of the SEC, the NYSE and other
 regulatory authorities. At March 31, 2009, Sieberts regulatory net capital
 was $23.1 million, $22.8 million in excess of its minimum capital requirement
 of $250,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

10

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On
 January 22, 2008, the Board of Directors of the Company authorized a buy back
 of up to 300,000 shares of common stock. Shares will be purchased from time to time,
 in our discretion, in the open market and in private transactions. The
 Company purchased 4,382 shares at an average price of $1.68 in the first
 quarter of 2009.                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Siebert
 has entered into a Secured Demand Note Collateral Agreement with SBS under
 which Siebert is obligated to lend to SBS up to $1.2 million pursuant to a
 secured promissory note on a subordinated basis. Amounts pledged by Siebert
 under the facility are reflected on our balance sheet as cash equivalents 
 restricted. SBS pays Siebert interest on 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.

| |         |                                                            
| | ------- | -----------------------------------------------------------
| | Item 3. | Quantitative
 and Qualitative Disclosures about Market Risk

|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 | Working
 capital is generally invested temporarily in dollar denominated money market
 funds and United States Treasury Bills. These investments are not subject to
 material changes in value due to interest rate movements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 | In
 the normal course of its business, Siebert enters into transactions in
 various financial instruments with off-balance sheet risk. This risk includes
 both market and credit risk, which may be in excess of the amounts recognized
 in our financial statements. Retail customer transactions are cleared through
 clearing brokers on a fully disclosed basis. If customers do not fulfill
 their contractual obligations, the clearing broker may charge Siebert for any
 loss incurred in connection with the purchase or sale of securities at
 prevailing market prices to satisfy the customers obligations. Siebert
 regularly monitors the activity in its customer accounts for compliance with
 its margin requirements. Siebert is exposed to the risk of loss on unsettled
 customer transactions if customers and other counterparties are unable to
 fulfill their contractual obligations.                                                                                                                                                                                                             
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Item 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 Rule 13a-15 of Securities Exchange of 1934, as amended. Based on
 that evaluation, our management, including the Chief Executive Officer and
 Chief Financial Officer, concluded that our disclosure controls and
 procedures are effective to ensure that the information we are required to
 disclose in reports that we file or submit under the Securities Exchange Act
 of 1934, as amended, is recorded, processed, summarized and reported within
 the time periods specified in the rules and forms of the Securities and
 Exchange Commission and to ensure that information required to be disclosed
 is accumulated and communicated to our management, including our Chief
 Executive Officer and Chief Financial Officer to allow timely decisions
 regarding timely disclosure.
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 | 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 controls over financial
 reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

11

---



Part II -
OTHER INFORMATION

|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

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

|         |             
|-------- | ------------
|Item 1A. | Risk Factors

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|In
 addition to the other information set forth in this report, you should
 carefully consider the factors discussed in Part I, Item 1A. Risk Factors
 in our Annual Report on Form 10-K for the year ended December 31, 2008, 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, 2008.

|        |                                                             
|------- | ------------------------------------------------------------
|Item 2. | Unregistered
 Sales of Equity Securities and Use of Proceeds

|                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|On January
 23, 2008, our Board of Directors authorized the repurchase of up to 300,000
 shares of our common stock. Shares will be purchased from time to time, in
 our discretion, in the open market and in private transactions. We purchased
 4,382 shares at an average price of $1.68 in the first quarter of 2009.
|                                                                                                                                                                                                                                                                                                                          
|Issuer
 Purchases of Equity Securities                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                          
|A summary of
 our repurchase activity for the three months ended March 31, 2009 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
|               |  |                                   |  |                               |      |                                                                         |        |                                                                      
|January 2009   |  | 2,323                             |  | $                             | 1.83 |                                                                         | 14,173 |                                                                       | 285,827
|February
 2009 |  | 789                               |  | $                             | 1.55 |                                                                         | 14,962 |                                                                       | 285,038
|March 2009     |  | 1,270                             |  | $                             | 1.46 |                                                                         | 16,232 |                                                                       | 283,768
|               |  |                                   |  |                               |      |                                                                         |        |                                                                      
|Total          |  | 4,382                             |  | $                             | 1.68 |                                                                         | 16,232 |                                                                       | 283,768
|               |  |                                   |  |                               |      |                                                                         |        |                                                                      

|        |                                                     
|------- | ----------------------------------------------------
|Item 3. | Defaults
 Upon Senior Securities                    
|        |                                                     
|None   
|        |                                                     
|Item 4. | Submission
 of Matters to a Vote of Security Holders
|        |                                                     
|None   

12

---



|        |                   
|------- | ------------------
|Item 5. | Other
 Information
|        |                   
|None   
|        |                   
|Item 6. | Exhibits          

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

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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: May
 15, 2009    
| |                          |                                                      
| | By:                      | /s/ Joseph M. Ramos, Jr.                             
| |                          |                                                      
| |                          | Joseph M.
 Ramos, Jr.                                
| |                          | Executive
 Vice President and Chief Financial Officer
| |                          | (principal
 financial and accounting officer)        
| |                          |                                                      
| | Dated: May
 15, 2009    

14

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