---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



---

Form 10-K/A

Amendment No. 1

(Mark One)

xANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2007

oTRANSITION REPORT UNDER SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to __________

Commission file number 0-5703



---

Siebert Financial Corp.(Exact
name of registrant as specified in its charter)



---

|                                         |                    
|---------------------------------------- | -------------------
|New York                                 | 11-1796714         
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|885 Third Avenue, New York, New York     | 10022              
|(Address of principal executive offices) | (Zip Code)         

(212) 644-2400
Registrants telephone number



---

Securities registered under Section 12(b) of the Exchange Act:

|                     |                                           
|-------------------- | ------------------------------------------
|Title
 of each class | Name
 of each exchange on which registered
|NONE                 | NONE                                      

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE(Title of class)

Indicate by checkmark if the
registrant is a well know seasoned issuer, as defined in Rule 405 of the
Securities Act. YES o NO x

Indicate by checkmark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.YES o NO x

Indicate by checkmark
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. YESx NO o

Indicate by checkmark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. o

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

|                          |                            
|------------------------- | ---------------------------
|Large accelerated filer o | Accelerated filer o        
|                         
|Non-accelerated
 filer o  | Smaller reporting company x

Indicate by checkmark
whether the registrant is a shell company (as defined in Rule 12b-2). YES o NO x

The
number of shares of the Registrants outstanding Common Stock, as of March 11,
2008, was 23,214,132 shares. The aggregate market value of the Common Stock
held by non-affiliates of the registrant (based upon the last sale price of the
Common Stock reported on the Nasdaq Stock Market as of the last business day of
the registrants most recently completed second fiscal quarter (June 30, 2007),
was $8,795,338.

Documents
Incorporated by Reference: Proxy Statement to be filed pursuant to Regulation
14A of the Exchange Act on or before April 29, 2008, incorporated by reference
into Part III.

---

---



Explanatory Note:

Siebert
Financial Corp. (the Company) is filing this Amendment to the Annual Report
on From 10-K filed with the Securities Exchange Commission on March 31, 2008
(the Original Report) solely to correct a typographical error appearing in
the Consent of Independent Registered Public Accounting Firm filed as Exhibit
23 to the Original Report. No other changes are being made by means of this
filing.

PART IV

|         |                                           
|-------- | ------------------------------------------
|Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

|    |                                                             |                       
|--- | ----------------------------------------------------------- | ----------------------
|(a) | The
  following documents are filed as part of this report:
|    |                                                             |                       
|    | 1.                                                          | Financial
  Statements

The
consolidated Financial statements for the year ended December 31, 2007 commence
on page F-1 of this report on Form 10-K.

| |                                                                                                             |                                
| | ----------------------------------------------------------------------------------------------------------- | -------------------------------
| | 2.                                                                                                          | Financial
  Statement Schedules
| |                                                                                                             |                                
| | None.                                                                                                      
| |                                                                                                             |                                
| | 3.                                                                                                          | Exhibits                       
| |                                                                                                             |                                
| | Exhibit
  Numbers 10.1, 10.2, 10.5 and 10.9 are management contracts, compensatory
  plans or arrangements.

|            |      |                         |                                                                                                                                                                                                                                                                                                
|----------- | ---- | ----------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Description Of Document
|            |      |                        
|            | 2.1  |                         | Plan and
  Agreement of Merger between J. Michaels, Inc. (JMI) and Muriel Siebert
  Capital Markets Group, Inc. (MSCMG), dated as of April 24, 1996 (Merger
  Agreement) (incorporated by reference to Siebert Financial Corp.s Form 10-K
  for the fiscal year ended December 31, 1996)
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 2.2  |                         | Amendment
  No. 1 to Merger Agreement, dated as of June 28, 1996 (incorporated by
  reference to Siebert Financial Corp.s Form 10-K for the fiscal year ended
  December 31, 1996)                                                                                                            
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 2.3  |                         | Amendment
  No. 2 to Merger Agreement, dated as of September 30, 1996 (incorporated by
  reference to Siebert Financial Corp.s Form 10-K for the fiscal year ended
  December 31, 1996)                                                                                                       
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 2.4  |                         | Amendment
  No. 3 to Merger Agreement, dated as of November 7, 1996 (incorporated by
  reference to Siebert Financial Corp.s Form 10-K for the fiscal year ended
  December 31, 1996)                                                                                                         
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 3.1  |                         | Certificate
  of Incorporation of Siebert Financial Corp., formerly known as J. Michaels,
  Inc. originally filed on April 9, 1934, as amended and restated to date
  (incorporated by reference to Siebert Financial Corp.s Form 10-K for the
  fiscal year ended December 31, 1997)         
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 3.2  |                         | By-laws of
  Siebert Financial Corp. (incorporated by reference to Siebert Financial
  Corp.s Registration Statement on Form S-1 (File No. 333-49843) filed with
  the Securities and Exchange Commission on April 10, 1998)                                                                  
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 10.1 |                         | Siebert
  Financial Corp. 1998 Restricted Stock Award Plan (incorporated by reference
  to Siebert Financial Corp.s Form 10-K for the fiscal year ended December 31,
  1997)                                                                                                                  
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 10.2 |                         | 10(a)
  Siebert Financial Corp. 1997 Stock Option Plan (incorporated by reference to
  Siebert Financial Corp.s Form 10-K for the fiscal year ended December 31,
  1996)                                                                                                                      
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 10.3 |                         | LLC
  Operating Agreement, among Siebert, Brandford, Shank & Co., LLC, Muriel
  Siebert & Co., Inc., Napoleon Brandford III and Suzanne F. Shank, dated
  as of March 10, 1997 (incorporated by reference to Siebert Financial Corp.s
  Form 10-K for the fiscal year ended December 31, 1996)
|            |      |                         |                                                                                                                                                                                                                                                                                                
|            | 10.4 |                         | Services
  Agreement, between Siebert, Brandford, Shank & Co., LLC and Muriel
  Siebert & Co., Inc., dated as of March 10, 1997 (incorporated by
  reference to Siebert Financial Corp.s Form 10-K for the fiscal year ended
  December 31, 1996)                                             

---



| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.5 |  | Siebert
  Financial Corp. 1998 Restricted Stock Award Plan (incorporated by reference
  to Siebert Financial Corp.s Form 10-K for the fiscal year ended December 31,
  1997)                                                                                                                                                                    
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 10.6 |  | Strategic
  Alliance Agreement, dated as of April 29, 2002, by and between Intuit Inc,
  Muriel Siebert & Co., Inc. and Investment Solutions, Inc. (incorporated
  by reference to Siebert Financial Corp.s Form 10-Q for the quarter ended
  June 30, 2002.)                                                                                   
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 10.7 |  | Fully
  Disclosed Clearing Agreement, dated April 30, 2002, by and between the
  Pershing Division of Donaldson, Lufkin and Jenrette Securities Corporation
  and Muriel Siebert & Co., Inc. (incorporated by reference to Siebert
  Financial Corp.s Form 10-Q for the quarter ended June 30, 2002.)                                           
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 10.8 |  | Operating
  Agreement of SBS Financial Products Company, LLC, dated effective as of April
  19, 2005, by and among Siebert Financial Corp., Napoleon Brandford III and
  Suzanne Shank. (incorporated by reference to Siebert Financial Corp.s
  Current Report on Form 8-K filed with the Securities and Exchange Commission
  on May 17, 2005)
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 10.9 |  | Siebert
  Financial Corp. 2007 Long-Term Incentive Plan (incorporated by reference to
  Siebert Financial Corp.s Registration Statement on Form S-8 (File No.
  333-144680) filed with the Securities and Exchange Commission on July 18,
  2007)                                                                                               
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 21   |  | Subsidiaries
  of the registrant (incorporated by reference to Siebert Financial Corp.s
  Annual Report on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                                      
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 23   |  | Consent of
  Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                       
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 31.1 |  | Certification
  of Muriel F. Siebert pursuant to Securities Exchange Act Rules 13a-14 and
  15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  (Previously filed)                                                                                                                                                    
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 31.2 |  | Certification
  of Joseph M. Ramos, Jr. pursuant to Securities Exchange Act Rules 13a-14 and
  15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
  (Previously filed)                                                                                                                                                
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 32.1 |  | Certification
  of Muriel F. Siebert of Periodic Financial Report under Section 906 of the
  Sarbanes-Oxley Act of 2002 (Previously filed)                                                                                                                                                                                                       
| |      |  |                                                                                                                                                                                                                                                                                                                                                  
| | 32.2 |  | Certification
  of Joseph M. Ramos, Jr. of Periodic Financial Report under Section 906 of the
  Sarbanes- Oxley Act of 2002 (Previously filed)                                                                                                                                                                                                   

---



SIGNATURES

In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SIEBERT FINANCIAL CORP.

| |       |                        
| | ----- | -----------------------
| | By:   | /s/ MURIEL
  F. SIEBERT
| |       |                        
| |       | Muriel F.
  Siebert    
| |       | Chair and
  President  
| |       |                        
| | Date: | April 1,
  2008        

---