|
|

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

xANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2004

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE 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)                               
|                                                               |                                          
|Registrants telephone number                                  | (212) 644-2400                           
|                                                               |                                          
|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 check mark whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                        
|Yes    x    No o                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K
(ss. 229.405) 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. x
|                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2). Yes o No x                                                                                                                                                                                                                               

|
|



The number of shares of the Registrants outstanding Common Stock, as of March 9, 2005, was 22,084,587
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, 2004), was $7,362,139.

Documents Incorporated by Reference: Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act on or before April 30, 2005, 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, 2005 (the Original Report)
solely to (i) correct a typographical error appearing in Item 15. Exhibits and Financial Statement
Schedules on page 24 of the Original Report, (ii) correct a typographical error appearing in the
Report of Independent Registered Public Accounting Firm on page F-1 of the Original Report and (iii)
to include Exhibit 23 Consent of Independent Registered Public Accounting Firm which was inadvertently
not included as an exhibit to the Original Report.  No other changes are being made by means
of this filing.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 2 -

---



PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

| | (a) | The following documents are filed as part of this report:                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                     
| | 1.  | Financial Statements                                                                                                                                                
| |     |                                                                                                                                                                     
| |     | The consolidated Financial statements for the year ended December 31, 2004 commence on page F-1 of
this report on Form 10-K.                                        
| |     |                                                                                                                                                                     
| | 2.  | Financial Statement Schedules                                                                                                                                       
| |     |                                                                                                                                                                     
| |     | None.                                                                                                                                                               
| |     |                                                                                                                                                                     
| | 3.  | Exhibits                                                                                                                                                            
| |     |                                                                                                                                                                     
| |     | The exhibits required by Item 601 of the Regulation S-K filed as part of, or incorporated by reference in, this report are listed in the accompanying
Exhibit Index.

- 3 -

---

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

Board of Directors and StockholdersSiebert Financial Corp.

We have audited the accompanying consolidated statements of financial condition of Siebert Financial
Corp. and its wholly owned subsidiaries (the Company) as of December 31, 2004 and 2003,
and the related consolidated statements of operations, changes in stockholders equity and cash
flows for each of the years in the three-year period ended December 31, 2004.  These consolidated
financial statements are the responsibility  of the Companys management. Our responsibility
is to express an opinion on these consolidated  financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States).  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. 
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Siebert Financial Corp. and its wholly owned subsidiaries
as of December 31, 2004 and 2003, and the consolidated results of their operations and their consolidated
cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with
U.S. generally accepted accounting principles.

Eisner LLP

New York, New YorkMarch 22, 2005With respect to Note B March 29, 2005

F-1

---







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 4, 2005        

---