RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             SIEBERT FINANCIAL CORP.

       Under Section 807 of the New York Business Corporation Law ("BCL")

                     --------------------------------------

         SIEBERT FINANCIAL CORP., a corporation organized and existing under the
laws of the State of New York, hereby certifies as follows:

                  1.   The name of the  Corporation is SIEBERT  FINANCIAL  CORP.
(the  "Corporation").  The name  under  which  the  Corporation  was  originally
incorporated was MICHAELS & CO., INC. The Corporation's  original Certificate of
Incorporation  was filed in the Office of the Secretary of State of the State of
New York on the 9th day of April, 1934.

                  2.   This Restated  Certificate of Incorporation  restates and
integrates and further amends, in accordance with the provisions of the BCL, the
Certificate of Incorporation of the Corporation (the "Certificate") as follows:

                  (a)  Paragraph  SECOND of the  Certificate,  setting forth the
         purposes for the formation of the Corporation, is hereby deleted in its
         entirety and is replaced by the following language:


                       SECOND:  The  Corporation has been formed for the purpose
                       of  engaging  in any  lawful  act or  activity  for which
                       corporations may be organized under the New York Business
                       Corporation Law; however, the Corporation will not engage
                       in any act or activity  requiring the consent or approval
                       of any state official, department, board, agency or other
                       body  without  such  consent  or  approval   first  being
                       obtained.


                  (b)  Paragraph  FIFTH of the  Certificate,  setting  forth the
         principal  office of the  Corporation  and its  address  for service of
         process,  is hereby  deleted in its  entirety  and is  replaced  by the
         following language:


                       FIFTH: The principal  office of the Corporation  shall be
                       located in the City and State of New York,  in the County
                       of New York.


                  (c)  Paragraph SEVENTH of the Certificate,  relating to number
         and  qualifications of directors of the Corporation,  is hereby deleted
         in its entirety and is replaced by the following language:


                       SEVENTH:  The  Secretary  of State is  designated  as the
                       agent of the


<PAGE>


                       Corporation upon whom process in any action or proceeding
                       against  it may be  served.  The  address  to  which  the
                       Secretary  of State  shall  mail a copy of process in any
                       action or proceeding against the Corporation which may be
                       served  upon him is 885 Third  Avenue,  Suite  1720,  New
                       York, New York 10022.


                  (d)  Paragraph  EIGHTH of the  Certificate,  setting forth the
         names  and  addresses  of the  initial  directors  of the  Corporation,
         Paragraph   NINTH   of   the   Certificate,   setting   forth   certain
         qualifications of directors of the Corporation,  Paragraph TENTH of the
         Certificate, setting forth the initial shareholders of the Corporation,
         and Paragraph ELEVENTH of the Certificate, designating the Secretary of
         State as the agent for service of process,  are hereby deleted in their
         entirety.  Paragraph TWELFTH of the Certificate,  relating to contracts
         entered into by the  Corporation,  is hereby  redesignated as Paragraph
         EIGHTH of the Certificate.

                  (e)  A new Paragraph NINTH,  providing for the indemnification
         of directors of the Corporation,  is hereby added to the Certificate to
         read as follows:


                       NINTH:   The  liability  to  the   Corporation   and  its
                       shareholders  of each and every person who is at any time
                       a director of the Corporation,  in such person's capacity
                       as  such   director,   is,  and  shall  be,  limited  and
                       eliminated to the full extent permitted by law (as now or
                       hereafter in effect).  Any repeal or modification of this
                       Paragraph  shall  not  adversely   affect  any  right  or
                       protection  of any  person  existing  at the time of such
                       appeal or modification.


                  (f)  New paragraphs TENTH through FIFTEENTH, providing for the
         "opting in" by the  Corporation  to certain  provisions of the recently
         amended BCL, are hereby added to the Certificate to read as follows:


                       TENTH:   Effective   February  22,  1998,   whenever  the
                       shareholders of the Corporation are required or permitted
                       to take any  action  by vote,  such  action  may be taken
                       without a meeting upon written consent, setting forth the
                       action so taken and signed by the holders of  outstanding
                       shares  having not less than the minimum  number of votes
                       that would be  necessary to authorize or take such action
                       at a meeting at which all shares entitled to vote thereon
                       were present and voted.

                       ELEVENTH:  Effective  February  22, 1998,  any  amendment
                       hereto which changes or strikes out a provision permitted
                       by BCL Section 709 shall be  authorized  by a majority of
                       the  votes of all  outstanding  shares  entitled  to vote
                       thereon.

                       TWELFTH: Effective February 22, 1998, the Corporation may
                       lend money to or guarantee  the  obligation of a director
                       of the  Corporation if the


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<PAGE>


                       Board of Directors  determines that the loan or guarantee
                       benefits the  Corporation and either approves the loan or
                       guarantee  or  a  general  plan   authorizing   loans  or
                       guarantees.

                       THIRTEENTH:  Effective  February  22,  1998,  any plan of
                       merger or consolidation adopted by the Board of Directors
                       of the  Corporation  pursuant  to Section  902 of the BCL
                       shall be  adopted by the  holders  of a  majority  of all
                       outstanding shares entitled to vote thereon.

                       FOURTEENTH:  Effective  February 22, 1998, a sale, lease,
                       exchange or other disposition of all or substantially all
                       of the assets of the Corporation  pursuant to Section 909
                       of the BCL shall be approved by the holders of a majority
                       of all outstanding shares entitled to vote thereon.

                       FIFTEENTH:   Effective February 22, 1998, any dissolution
                       of the  Corporation  shall be authorized by a majority of
                       the  votes of all  outstanding  shares  entitled  to vote
                       thereon.


                  3.   The text of the Certificate of Incorporation,  as amended
or supplemented heretofore,  is hereby restated,  integrated and further amended
to read in its entirety as follows:


                          CERTIFICATE OF INCORPORATION

                                       OF

                             SIEBERT FINANCIAL CORP.

       Under Section 402 of the New York Business Corporation Law ("BCL")

                   -------------------------------------------


                  FIRST:       The name of the Corporation is SIEBERT  FINANCIAL
CORP. (hereinafter referred to as the "Corporation").

                  SECOND:      The  Corporation  has been formed for the purpose
of  engaging  in any  lawful  act or  activity  for  which  corporations  may be
organized under the New York Business  Corporation Law; however, the Corporation
will not engage in any act or activity  requiring the consent or approval of any
state official,  department, board, agency or other body without such consent or
approval first being obtained.

                  THIRD:       The aggregate number of shares of stock which the
Corporation shall have the authority to issue is forty-nine million (49,000,000)
shares,  of one class only which shares shall be designated  Common Stock,  each
such share having a par value of $.01.

                  Upon  the  effective  date  (the  "Effective   Date")  of  the
amendment to this Certificate


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<PAGE>


of  Incorporation  effecting a  one-for-seven  reverse stock split (the "Reverse
Stock Split"),  each of the Corporation's shares of common stock, par value $.01
per share,  outstanding  prior to the Effective Date (the "Old Shares") shall be
converted into and exchanged for  one-seventh of one share of the  Corporation's
common stock, par value $.01 per share (the "New Shares").  No fractional shares
of stock shall be issued in connection with the Reverse Stock Split, but in lieu
thereof,  each holder of Old Shares who would otherwise be entitled to receive a
fraction of a share of New Shares shall have the number of shares  rounded up to
the nearest whole shares of New Shares. After the Effective Date, holders of the
Old Shares shall not be entitled to receive dividends or to vote or exercise any
rights as shareholders of the Corporation until certificates representing shares
of J. Michaels,  Inc. common stock,  par value $1.00 per share,  are surrendered
and exchanged for certificates representing New Shares, but upon such surrender,
any dividends not theretofore  paid because of this provision shall then be paid
without interest.

                  FOURTH:      No holder  of shares of stock of the  Corporation
of any class shall have any  preemptive  right to subscribe  for or purchase any
(a)  shares of stock of any class now or  hereafter  authorized,  or any  notes,
debentures,  bonds or other securities  convertible into shares of stock; or (b)
options or warrants  evidencing  rights to  subscribe  for or purchase  any such
shares,  notes,  debentures,  bonds or securities;  PROVIDED,  HOWEVER, that the
foregoing  provision  shall  not be  deemed  to  impair  any  conversion  rights
hereafter granted by the Corporation as permitted by law.

                  FIFTH:       The principal office of the Corporation  shall be
located in the City and State of New York, in the County of New York.

                  SIXTH:       Its duration is to be perpetual.

                  SEVENTH:     The Secretary of State is designated as the agent
of the Corporation upon whom process in any action or proceeding  against it may
be served.  The  address to which the  Secretary  of State  shall mail a copy of
process in any action or proceeding  against the Corporation which may be served
upon him is 885 Third Avenue, Suite 1720, New York, New York 10022.

                  EIGHTH:      No  contract  or other  transaction  between  the
Corporation  and any other  corporation  shall be affected or invalidated by the
fact that any one or more of the directors and/or officers of the Corporation is
or are  interested  in, or is a director or officer or are directors or officers
of such other corporation,  and any director or directors,  officer or officers,
individually or jointly,  may be a party or parties to, or may be interested in,
any contract or  transaction of the  Corporation or in which the  Corporation is
interested;  and no contract,  act or  transaction of the  Corporation  with any
person or  persons,  firm,  association  or  corporation,  shall be  affected or
invalidated  by the fact that any director or directors,  officer or officers of
the  Corporation  is a party or are parties to, or interested in such  contract,
act or transaction,  or in any way connected with such person or persons,  firm,
association  or  corporation,  and each and every  person who is or may become a
director and/or officer of the Corporation is hereby relieved from any liability
that might otherwise exist from contracting with the Corporation for the benefit
of himself or any firm,  association  or  corporation  in which he may be in any
wise interested.

                  NINTH:       The   liability  to  the   Corporation   and  its
shareholders of each and


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<PAGE>


every person who is at any time a director of the Corporation,  in such person's
capacity as such director,  is, and shall be, limited and eliminated to the full
extent  permitted  by law  (as  now or  hereafter  in  effect).  Any  repeal  or
modification  of  this  Paragraph  shall  not  adversely  affect  any  right  or
protection of any person existing at the time of such appeal or modification.

                  TENTH:       Effective   February  22,   1998,   whenever  the
shareholders  of the Corporation are required or permitted to take any action by
vote, such action may be taken without a meeting upon written  consent,  setting
forth the action so taken and signed by the holders of outstanding shares having
not less than the minimum  number of votes that would be  necessary to authorize
or take such action at a meeting at which all shares  entitled  to vote  thereon
were present and voted.

                  ELEVENTH:    Effective February 22, 1998, any amendment hereto
which  changes or strikes out a provision  permitted by BCL Section 709 shall be
authorized by a majority of the votes of all outstanding shares entitled to vote
thereon.

                  TWELFTH:     Effective  February 22, 1998, the Corporation may
lend money to or guarantee the  obligation of a director of the  Corporation  if
the  Board of  Directors  determines  that the loan or  guarantee  benefits  the
Corporation  and  either  approves  the  loan or  guarantee  or a  general  plan
authorizing loans or guarantees.

                  THIRTEENTH:  Effective  February 22, 1998,  any plan of merger
or consolidation  adopted by the Board of Directors of the Corporation  pursuant
to Section  902 of the BCL shall be adopted by the  holders of a majority of all
outstanding shares entitled to vote thereon.

                  FOURTEENTH:  Effective  February  22,  1998,  a  sale,  lease,
exchange or other  disposition of all or substantially  all of the assets of the
Corporation  pursuant to Section 909 of the BCL shall be approved by the holders
of a majority of all outstanding shares entitled to vote thereon.

                  FIFTEENTH:   Effective  February 22, 1998, any  dissolution of
the  Corporation  shall  be  authorized  by a  majority  of  the  votes  of  all
outstanding shares entitled to vote thereon.

                  SIXTEENTH:   This   Amended  and   Restated   Certificate   of
Incorporation was authorized by (i) the unanimous vote of the Board of Directors
of the  Corporation  and (ii) a vote of the  shareholders  of the Corporation in
accordance  with  Section  803(a) of the BCL and the  applicable  provisions  of
Section 807 of the BCL.


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<PAGE>


                  IN WITNESS WHEREOF,  we have subscribed and acknowledged  this
Certificate this 29 day of December, 1997.




                                             /s/ Muriel F. Siebert
                                             ---------------------
                                                 Muriel F. Siebert



                                             /s/ Daniel Iesu
                                             ----------------------
                                                 Daniel Iesu



STATE OF NEW YORK
                             ss:
COUNTY OF NEW YORK


         On this 29 day of December,  1997,  before me personally came MURIEL F.
SIEBERT  and  DANIEL  IESU,  to me known and  known to me to be the  individuals
described in and who executed the foregoing  instrument and  acknowledged  to me
that they executed the same.



                                             /s/ Frances S. Burns
                                             ---------------------------
                                                    NOTARY PUBLIC


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<PAGE>


STATE OF NEW YORK
                             ss:
COUNTY OF NEW YORK



         MURIEL F.  SIEBERT and DANIEL IESU,  being duly sworn,  depose and say,
and each for herself or himself, respectively deposes and says:

         That she,  MURIEL F.  SIEBERT,  is the  President of SIEBERT  FINANCIAL
CORP.; that he, DANIEL IESU, is the Secretary  thereof;  and that they have been
authorized to execute and file the foregoing  certificate by a resolution of the
board of directors of said  Corporation,  adopted at  directors'  meetings  duly
called and held on October 7 and November 6, 1997.




                                             /s/ Muriel F. Siebert
                                             ---------------------
                                                 Muriel F. Siebert


                                             /s/ Daniel Iesu
                                             ---------------------
                                                 Daniel Iesu



Subscribed and sworn to
before me this 29 day
of December, 1997.

/s/ Frances S. Burns
----------------------------

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