|
|

**SECURITIES
  AND EXCHANGE COMMISSION
  Washington, D.C. 20549**

**Form
  10-K/A**

| | Annual Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal
      year ended December 31, 2003
| | --------------------------------------------------------------------------------------------------------------------------------------------

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
      Number)
|                                               |                             
|885 Third Avenue, New
      York, New York     | 10022                       
|(Address of principal
      executive offices) | (Zip Code)                  

Registrants
  telephone number, including area code: (212) 644-2400

Securities
  registered pursuant to Section 12(b) of the Act:None(Title of class)

Securities
  registered pursuant to Section 12(g) of the Act:
  Common Stock, par value $.01 per share
    (Title of each class)

| | Indicate
      by check mark whether the Registrant (1) has filed all reports required
      to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the Registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | YES
      xNO o                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                       
| | Indicate
      by check mark 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 check mark whether the Registrant is an accelerated filer (as defined
      in Rule 12b-2 of the Act). YesoNox                                                                                                                                                                                                                                                      

The number of
  shares of the Registrants outstanding Common Stock, as of March 12, 2004,
  was 22,224,301 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, 2003),
  was $11,239,684.

Documents incorporated by reference:
  None.

EXPLANATORY NOTE

This Annual Report on Form 10-K/A has been filed by the Registrant to amend the Annual Report on Form 10-K filed by the Registrant on March 30, 2004 to include the information required to be disclosed by Items
10-14 of Part III of Form 10-K.

|
|



PART III

ITEM
  10.              
  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers and Directors

Our executive officers and directors, their ages, the year in which each director first became a director
and their principal occupations or employment during the past five years are:

|Name and
      Age                |  | Title                                                                           |  | Principal
      Occupation During the Past Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------- |  | ------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|MURIEL F. SIEBERT
      Age 71    |  | Chairwoman, President,
      
      Chief Executive Officer 
      and Director |  | Muriel Siebert has been
      Chairwoman, President, Chief Executive Officer and a director of Muriel
      Siebert & Co., Inc. since 1967 and of Siebert Financial Corp. since
      November 8, 1996. The first woman member of the New York Stock Exchange
      on December 28, 1967, Ms. Siebert served as Superintendent of Banks of the
      State of New York from 1977 to 1982. She is a director of the New York State
      Business Council, and the Greater New York Council of the Boy Scouts of
      America. Ms. Siebert serves on the New York State Commission on Judicial
      Nomination, which is involved in the selection of Associate Judges for the
      Court of Appeals, and is on the executive committee of the Economic Club
      of New York.
|                                  |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NICHOLAS P. DERMIGNY
      Age 46 |  | Executive Vice President,
      Chief Operating Officer 
      and Director     |  | Nicholas Dermigny has
      been our Executive Vice President and Chief Operating Officer since joining
      us in 1989. Prior to 1993, he was responsible for our retail discount division.
      Mr. Dermigny became an officer and director on November 8, 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

2

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|AMEEN ESMAIL
      Age 46         |  | Executive Vice
      President
      and Director of Business
      Development |  | Ameen
      Esmail has been our Executive Vice President and Director of Business Development
      since July 3, 2003. From 1984 to 1996, Mr. Esmail served as our Executive
      Vice President. From 1996 to 2003 Mr. Esmail worked as an independent consultant
      servicing the financial securities industry. Mr. Esmail received an MBA
      from New York Universitys Sterns Graduate School of Business
      in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------- |  | ------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|JOSEPH M. RAMOS, JR.
      Age 45 |  | Executive Vice President
      
      and Chief Financial Officer               |  | Joseph M. Ramos, Jr. has
      been our Executive Vice President, Chief Financial Officer and Assistant
      Secretary since February 10, 2003. From May 1999 to February 2002, Mr. Ramos
      served as Chief Financial Officer of A.B. Watley Group, Inc. From November
      1996 to May 1999, Mr. Ramos served as Chief Financial Officer of Nikko Securities
      International, Inc. From September 1987 to March 1996, Mr. Ramos worked
      at Cantor Fitzgerald and held various accounting and management positions,
      the last as Chief Financial Officer of their registered broker-dealer based
      in Los Angeles. From October 1982 to September 1987, Mr. Ramos was an audit
      manager for Deloitte & Touche LLP, a public accounting firm. Mr. Ramos
      is a Certified Public Accountant licensed in the State of New York.
|                                  |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|DANIEL IESU
      Age 44          |  | Secretary                                                                       |  | Daniel Iesu
      has been Secretary of Muriel Siebert & Co., Inc. since October 1996
      and our Secretary since November 8, 1996. Mr. Iesu has been Controller of
      Muriel Siebert & Co., Inc. since 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                  |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|PATRICIA L. FRANCYAge 58          |  | Director                                                                        |  | Patricia Francy is Treasurer,
      Controller (retired) and Special Advisor for Alumni Relations of Columbia
      University. She previously served as the Universitys Director of Finance
      and Director of Budget Operations and has been associated with the University
      since 1968. Ms. Francy became a director on March 11, 1997. Ms. Francy is
      also a director of priceline.com Incorporated, Old Westbury Funds, Inc.
      and Bessemer Funds Trust.                                                                                                                                                                                                                                                                                                                                                                              
|                                  |  |                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|LEONARD M. LEIMANAge 72           |  | Director                                                                        |  | Leonard Leiman is of counsel
      to the law firm of Fulbright & Jaworski L.L.P., New York, New York.
      Fulbright & Jaworski L.L.P. provides legal services to us. Prior to
      becoming of counsel in 2002, Mr. Leiman was a partner in Fulbright &
      Jaworski L.L.P. for more than the preceding five years. Mr. Leiman became
      a director on May 2, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

3

---



|JANE H. MACONAge 57               |  | Director |  | Jane Macon is
      a partner with the law firm of Fulbright & Jaworski L.L.P., San Antonio,
      Texas. Fulbright & Jaworski L.L.P. provides legal services to us. Ms.
      Macon became a director on November 8, 1996.                                                                                                      
|--------------------------------- |  | -------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |  |          |  |                                                                                                                                                                                                                                                                                                                                  
|ROBERT P. MAZZARELLA
      Age 57 |  | Director |  | Robert Mazzarella retired
      from Fidelity Investments Brokerage Services LLC in January 2002, at which
      time he served as its president. Mr. Mazzarella now acts as a consultant
      to a number of major financial services firms and venture capital firms.
      Mr. Mazzarella became a director on March 1, 2004.
|                                  |  |          |  |                                                                                                                                                                                                                                                                                                                                  
|NANCY S. PETERSONAge 70           |  | Director |  | Nancy Peterson is the
      President, Chairwoman and Chief Executive Officer of Peterson Tool Company,
      Inc. Ms. Peterson became a director on June 4, 2001.                                                                                                                                                               
|                                  |  |          |  |                                                                                                                                                                                                                                                                                                                                  

Audit Committee and Audit Committee Financial Expert

The
Audit Committee of our Board of Directors currently consists of Ms. Macon, Ms. Peterson and Ms. Francy,
Chairwoman and Mr. Mazzarella. The Board of Directors has determined that Ms. Peterson, Ms. Francy
and Mr. Mazzarella are independent within the meaning of Rule 4200(a)(15) of the Nasdaq
Stock Market and within the meaning of the applicable rules and regulations of the Securities and
Exchange Commission and they will be the members of the Audit Committee following the 2004 Annual
Shareholders Meeting. The Board of Directors has determined that Mr. Mazzarella qualifies as an audit
committee financial expert under applicable rules of the Securities and Exchange Commission.
The Audit Committee held five meetings during 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially
own more than 10% of our common stock to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange Commission. These executive officers, directors and
shareholders are required by the Securities and Exchange Commission to furnish us with copies of
all Section 16(a) forms they file.

Based
  solely upon a review of the copies of the forms furnished to us, we believe
  that during fiscal 2003 all Section 16(a) filing requirements applicable to
  our executive officers, directors and greater than 10% beneficial owners were
  complied with on a timely basis except that Mr. Esmail failed to timely file
  a Form 3.

4

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Code of Ethics

We
  have adopted a Code of Ethics for Senior Financial Officers applicable to our
  chief executive officer, chief financial officer, treasurer, controller, principal
  accounting officer, and any of our other employees performing similar functions.
  A copy of the Code of Ethics for Senior Financial Officers is available on our
  website at www.siebertnet.com.

ITEM 11.              
  EXECUTIVE COMPENSATION

|Compensation
      of
      Directors: |  | During 2003,
      our non-employee directors received compensation for service on our Board
      of $20,000. We do not compensate our employees or employees of our subsidiaries
      for service as directors. The chairs of the Boards Audit and Compensation
      Committees each receive an additional annual fee of $5,000 and the members
      of the Boards Executive Committee each receive an additional annual
      fee of $5,000. Directors fees are paid quarterly. The members of the
      Executive Committee are Ms. Siebert, Ms. Francy and Ms. Macon.
|-------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Executive 
      Compensation:         |  | The following table shows,
      for each of the last three fiscal years, the annual compensation paid to
      or earned by (1) our chief executive officer, and (2) each of the four most
      highly compensated individuals who were serving as our executive officers
      at December 31, 2003.                                                                                                                                                                                                                                                                         

5

---



**Summary
  Compensation Table**

|                                    |  | Annual
      Compensation |  | **Long-Term
      Compensation** |        
|----------------------------------- |  | ------------------------- |  | -------------------------------- | -------
|                                    |  |                           |  |                                  |        
|Name
        and Principal Position |  | Year                      |  |                                  | Salary 
|                                    |  |                           |  |                                  |        
|Muriel F. Siebert                   |  | 2003                      |  | $                                | 150,000
|Chairwoman
      and                |  | 2002                      |  |                                  | 150,000
|President                           |  | 2001                      |  |                                  | 150,000
|                                    |  |                           |  |                                  |        
|Nicholas P. Dermigny                |  | 2003                      |  |                                  | 285,000
|Executive
      Vice                |  | 2002                      |  |                                  | 243,000
|President
      and                 |  | 2001                      |  |                                  | 185,000
|Chief Operating                     |  |                           |  |                                  |        
|Officer                             |  |                           |  |                                  |        
|                                    |  |                           |  |                                  |        
|Ameen Esmail                        |  | 2003                      |  |                                  | 92,500 
|Executive
      Vice                |  | 2002                      |  |                                  |       
|President
      and                 |  | 2001                      |  |                                  |       
|Director of
      Business          |  |                           |  |                                  |        
|Development(3)                      |  |                           |  |                                  |        
|                                    |  |                           |  |                                  |        
|Joseph M. Ramos, Jr.                |  | 2003                      |  |                                  | 125,000
|Executive
      Vice                |  | 2002                      |  |                                  |       
|President
      and Chief           |  | 2001                      |  |                                  |       
|Financial
        Officer(4)        |  |                           |  |                                  |        
|                                    |  |                           |  |                                  |        
|Daniel Iesu                         |  | 2003                      |  |                                  | 70,000 
|Secretary                           |  | 2002                      |  |                                  | 70,000 
|                                    |  | 2001                      |  |                                  | 70,000 

|   
|---
|(1)
|(2)
|(3)
|(4)

6

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The
  following table sets forth information on grants of options to purchase shares
  of our common stock in the fiscal year ended December 31, 2003 to Ameen Esmail.
  No option grants were made to the other persons listed in the Summary Compensation
  Table.

Option Grants in Last Fiscal Year

|                       |  |                                                                          |  |  |                                                                |   |                                                 |      |  |                       |        |  |     | Potential
      Realizable Value
      at Assumed Annual Rates
      of Stock Price 
      Appreciation for Option 
      Term(1) | 
|---------------------- |  | ------------------------------------------------------------------------ |  |  | -------------------------------------------------------------- | - | ----------------------------------------------- | ---- |  | --------------------- | ------ |  | --- | --------------------------------------------------------------------------------------------------------------------------------- | 
|                       |  |                                                                          |  |  | %
      of Total                                               |   | Exercise                                        |      |  | Expiration
      Date |        |  |    
|Name                   |  | Number
      of 
      Securities
      Underlying
      Options Granted |  |  | Options 
      Granted to
      Employees in
      Fiscal Year |   | Price or
      Base
      Price Per
      share |      |  |                       | 5%     |  | 10% |                                                                                                                                  
|                       |  |                                                                          |  |  |                                                                |   |                                                 |      |  |                       |        |  |     |                                                                                                                                   | 
|Ameen Esmail
      (2) |  | 25,000                                                                   |  |  | 50                                                             | % | $                                               | 5.06 |  |                       | 7/3/13 |  | $   | 79,500                                                                                                                            | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)       Amounts
      reflected in these columns represent hypothetical values that may be realized
      upon exercise of the options immediately prior to the expiration of their
      term, assuming the specified annually compounded rates of appreciation of
      our common stock over the term of the options. These numbers are calculated
      based on rules adopted by the Securities and Exchange Commission. Actual
      gains, if any, on stock option exercises and common stock holdings are dependent
      on the timing of such exercise and the future performance of our common
      stock.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2)       Mr.
      Esmails option was granted on July 3, 2003 and will vest as to 5,000
      shares on each anniversary of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

The
  following table sets forth information concerning exercises of options to purchase
  shares of our common stock and the value of unexercised options held at December
  31, 2003 by each of the persons named in the Summary Compensation Table.

**Aggregated Option Exercises in Last
  Fiscal Year and
  Fiscal
  Year End Option Values**

|                           |  |  | Number
      of Unexercised
      Options
      at Year End |   | Value
      of Unexercised In-the-Money Options at
      Fiscal Year End(1) | 
|-------------------------- |  |  | ----------------------------------------------------------- | - | --------------------------------------------------------------------------- | 
|
|
|                           |  |  |                                                             |   |                                                                             | 
|Muriel F.
      Siebert    |  |  |                                                             |  |                                                                             | 
|Nicholas
      P. Dermigny |  |  |                                                             |  |                                                                             | 
|Ameen Esmail               |  |  |                                                             |  |                                                                             | 
|Joseph M.
      Ramos, Jr  |  |  |                                                             |  |                                                                             | 
|Daniel Iesu                |  |  |                                                             |  |                                                                             | 

|                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)       The
      dollar values have been calculated by determining the difference between
      the closing price of our common stock at December 31, 2003, $3.52 per share
      and the exercise price of the option.

7

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ITEM 12.               SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                                 
  MANAGEMENT AND RELATED STOCKHOLDER MATTERS

|Management
      Ownership: | The following
      table lists share ownership of our common stock as of April 1, 2004. The
      information includes beneficial ownership by each of our directors, the
      persons named in the Summary Compensation Table, all directors and executive
      officers as a group and beneficial owners known by our management to hold
      at least 5% of our common stock. To our knowledge, each person named in
      the table has sole voting and investment power with respect to all shares
      of common stock shown as beneficially owned by them. Any information in
      the table on beneficial owners known by management to hold at least 5% of
      our common stock is based on information furnished to us by such persons
      or groups and statements filed with the Securities and Exchange Commission.
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Name of Beneficial
      Owner(1)                                      |  | Shares
      of Common Stock |     | Percent
      of Class
|---------------------------------------------------------------------- |  | ---------------------------- | --- | ----------------------
|                                                                       |  |                              |     |                       
|Muriel F. Siebert                                                      |  | 20,628,700                   | (2) |                       
|Nicholas P. Dermigny                                                   |  | 232,000                      | (3) |                       
|Daniel Iesu                                                            |  | 64,800                       | (3) |                       
|Joseph M. Ramos, Jr.                                                   |  |                             |     |                       
|Ameen Esmail                                                           |  |                             |     |                       
|Patricia L. Francy                                                     |  | 41,000                       | (4) |                       
|Jane H. Macon                                                          |  | 41,000                       | (4) |                       
|Nancy S. Peterson                                                      |  | 40,000                       | (3) |                       
|Leonard Leiman                                                         |  | 42,000                       | (4) |                       
|Robert P. Mazzarella                                                   |  |                             |     |                       
|Directors and current executive officers
      as a group (10 persons) |  | 21,089,500                   | (5) |                       

|   
|---
|*  
|(1)
|(2)
|(3)
|(4)
|(5)

8

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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2003 with respect to our equity compensation
plans.

|Plan Category                                | Number of securities
      to be
      issued upon exercise of
      outstanding options,
      warrants and rights |           | Weighted-average
      exercise price of
      outstanding options,
      warrants and rights |   | Number of
      securities
      remaining available for
      future issuance under
      equity compensation 
      plans (excluding
      securities reflected in
      column (a))
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|(a)                                          | (b)                                                                                                                 | (c)      
|                                             |                                                                                                                     |           |                                                                                               |   |                                                                                                                                                                                       
|**Equity
      compensation plans approved** |                                                                                                                     | 1,802,930 |                                                                                               | $ | 4.08                                                                                                                                                                                  
|**by
      security holders(1)**             |                                                                                                                    
|                                             |                                                                                                                     |           |                                                                                               |   |                                                                                                                                                                                       
|**Equity
      compensation plans not**      |                                                                                                                     | 41,400    |                                                                                               |   |                                                                                                                                                                                      
|**approved
      by security holders(2)**    |                                                                                                                    
|                                             |                                                                                                                     |           |                                                                                               |   |                                                                                                                                                                                       
|**TOTAL**                                    |                                                                                                                     | 1,844,330 |                                                                                               | $ | 4.08                                                                                                                                                                                  

|                                                                
|----------------------------------------------------------------
|(1)       Represents
      our 1997 Stock Option Plan.          
|                                                                
|(2)       Represents
      our 1998 Restricted Stock Award Plan.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of  Ms.
Jane H. Macon (Chairwoman), Ms. Patricia L. Francy and Ms. Nancy S. Peterson. None of the members
of our Compensation Committee is or has been our officer or employee. No interlocking relationships
exist between our Board of Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship existed in the past. None
of our executive officers or directors serves on the board of directors or compensation committee
of any entity which has one or more executive officers serving as a member of our Board of Directors
or Compensation Committee.

ITEM 13.               CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

We
  have entered into a Secured Demand Note Collateral Agreement with Siebert, Brandford,
  Shank & Co., LLC, or SBS, a company in which we hold a 49% ownership interest,
  under which we are obligated to lend to SBS up to $1.2 million on a subordinated
  basis. Amounts we are obligated to lend under the facility are reflected on
  our balance sheet as cash equivalents - restricted. SBS pays us
  interest on this amount at the rate of 10% per annum. The facility expires on
  August 31, 2005, at which time SBS is obligated to repay to us any amounts borrowed
  by SBS thereunder.

9

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ITEM 14.               PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Eisner
  LLP (formerly known as Richard A. Eisner & Company, LLP) currently serves
  as our independent auditors. A representative of Eisner LLP will be present
  at the Annual Meeting and will have an opportunity to make a statement if he
  desires to do so, and will respond to appropriate questions from shareholders.

Audit Fees

Audit
  Fees. The aggregate fees billed for professional
  services rendered for the audit of our audited financial statements for the
  years ended December 31, 2003 and December 31, 2002 and reviews of the financial
  statements for the first three fiscal quarters of 2003 and 2002 were $75,000
  and $71,000, respectively.

Tax
  Fees. The aggregate fees billed by Eisner
  LLP during the years ended December 31, 2003 and December 31, 2002 for tax planning
  services totaled $25,000 and $23,000, respectively.

Eisner
  LLP did not perform any audit-related services or other services during the
  years ended December 31, 2003 or December 31, 2002.

Our
  Audit Committee has determined that the services described above that were rendered
  by Eisner LLP are compatible with the maintenance of Eisner LLP independence
  from our management.

Pre-Approval Policy

The
  Audit Committee pre-approves all audit and non-audit services provided by our
  independent auditors prior to the engagement of the independent auditors with
  respect to such services. With respect to audit services and permissible non-audit
  services not previously approved, the Audit Committee has authorized the Chairwoman
  of the Audit Committee to approve such audit services and permissible non-audit
  services, provide the Chairwoman informs the Audit Committee of such approval
  at the next regularly scheduled meeting. All Audit Fees and Tax
  Fees set forth above were pre-approved by the Audit Committee in accordance
  with its pre-approval policy.

10

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PART IV

ITEM 15.               EXHIBITS,
FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

|(a)         
      Exhibits
|---------------------------

| | 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)                                                                                                                                
| | 10.4 | 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)
| | 10.5 | 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)                                                   
| | 10.6 | 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)                                                                                                                            
| | 10.7 | Stock Option Agreement,
      dated March 11, 1997, between the Company and Patricia L. Francy (incorporated
      by reference to Siebert Financial Corp.s Registration Statement on
      Form S-8 (File No. 333-72939) filed with the Securities and Exchange Commission
      on February 25, 1999)       

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| | 10.8  | Stock Option Agreement,
      dated March 11, 1997, between the Company and Jane H. Macon (incorporated
      by reference to Siebert Financial Corp.s Registration Statement on
      Form S-8 (File No. 333-72939) filed with the Securities and Exchange Commission
      on February 25, 1999)                  
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.9  | Stock Option Agreement,
      dated March 11, 1997, between the Company and Monte E. Wetzler (incorporated
      by reference to Siebert Financial Corp.s Registration Statement on
      Form S-8 (File No. 333-72939) filed with the Securities and Exchange Commission
      on February 25, 1999)               
| | 10.10 | Employment Agreement,
      dated as of April 9, 1999, between the Company and Daniel Jacobson (incorporated
      by reference to Siebert Financial Corp.s Form 10-Q for the quarter
      ended September 30, 1999)                                                                                               
| | 10.11 | 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)                                              
| | 10.12 | 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)
| | 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 Auditors (incorporated by reference to Siebert
      Financial Corp.s Annual Report on Form 10-K for the year ended December
      31, 2003)                                                                                                                                           
| | 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                                                                                                                               
| | 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                                                                                                                            
| | 32.1  | Certification
      of Muriel F. Siebert of Periodical Financial Report under
      Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                    
| | 32.1  | Certification
      of Joseph M. Ramos, Jr. of Periodical Financial Report under
      Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                 

(b) Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements
  of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
  Registrant has duly caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                     | SIEBERT
      FINANCIAL CORP.     
|-------------------- | ----------------------------------
|                     |                                   
|                     | By:                               
|                     |                                   
|                     | Name: Muriel
      F. Siebert     
|                     | Title:   Chair
      and President
|April
      29, 2004 |                                   

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