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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

  [X]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000

  [ ]     TRANSITION 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
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       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)             Identification No.)

   885 Third Avenue, New York , New York                 10022
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  (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 [ ]

         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. [ ]

         The number of shares of the Registrant's  outstanding  Common Stock, as
of March 23, 2001,  was  22,592,805  shares.  The aggregate  market value of the
Registrant's Common Stock held by non-affiliates of the Registrant (based on the
closing  price of the Common Stock as reported by the NASDQ  National  Market on
March 23, 2000 and the assumption for this  computation  only that all directors
and executive officers are affiliates) was $12,566,306.

         Documents  Incorporated  by  Reference:  Proxy  Statement  to be  filed
pursuant to  Regulation  14A of the  Exchange  Act on or before  April 30, 2001,
incorporated by reference into Parts II and III.

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<PAGE>


Special Note Regarding Forward-Looking Statements

         Except for  historical  information  contained in this Annual Report on
Form 10-K, the matters discussed in this report contain certain  forward-looking
statements that involve risks and uncertainties  that could cause actual results
to differ materially from those anticipated in the  forward-looking  statements.
Factors  that may cause such  differences  include,  but are not limited to: the
volume of trading of securities on stock  exchanges and in the  over-the-counter
markets;  the method of placing trades by our customers;  computer and telephone
system failures; the effects of competitors pricing and technology developments,
telephone  waiting  time for  servicing  of  accounts;  the  effects of industry
regulation and changing  industry  practices,  customs;  changes in revenues and
profit margin due to the cyclical securities  markets;  the level of spending on
advertising and promotion;  short or long-term  decline in securities prices and
trading volumes; and, the effect of losses from customer non-payment of balances
due.

                                     PART I

Item 1. BUSINESS

General

         Siebert  Financial  Corp.  (the  "Company")  is a holding  company that
conducts its retail discount  brokerage and investment  banking business through
its wholly-owned subsidiary,  Muriel Siebert & Co., Inc., a Delaware corporation
("Siebert")  and its  financial  institution,  offering  financial  products and
financial  education  for  women by women,  through  Siebert  Women's  Financial
Network,  Inc., also a Delaware  Corporation.  Muriel  Siebert,  the first woman
member of the New York Stock Exchange,  is the Chairwoman and President and owns
approximately 88% of the outstanding common stock, par value $.01 per share (the
"Common Stock") of the Company.

         Siebert  Financial Corp.  became a reporting  company through a merger,
effective  on  November  8, 1996,  with J.  Michaels,  Inc.  ("JMI"),  a company
incorporated  in the State of New York in 1934, with which it was not previously
associated.

         Following the merger,  JMI's fiscal year was changed to December 31 and
its name was changed to Siebert Financial Corp.

Business Overview

         Siebert's  principal  activity is providing  internet  and  traditional
discount brokerage and related services to retail investors. Through its Capital
Markets  division,  Siebert also offers  institutional  clients equity execution
services on an agency basis as well as equity and fixed income  underwriting and
investment  banking  services.  The  Company  believes  that  it is the  largest
Woman-Owned  Business  Enterprise ("WBE") in the capital markets business in the
country through Siebert and the largest Minority and Women's Business Enterprise
("MWBE") in the tax-exempt  underwriting business in the country through its 49%
interest in Siebert,  Brandford,  Shank & Co.,LLC  ("SBS"),  which was formed in
Delaware in 1998.




                                       2

<PAGE>

The Retail Division

         Discount  Brokerage  and Related  Services.  Siebert  became a discount
broker on May 1, 1975,  a date that  would  later come to be known as "May Day."
Siebert believes that it has been in business and a member of The New York Stock
Exchange,  Inc.  (the "NYSE")  longer than any other  discount  broker.  In 1998
Siebert  began  to  offer  its  customers   access  to  their  accounts  through
SiebertNet, its Internet website.

         Siebert's focus in its discount  brokerage  business is to serve retail
clients  seeking a wide  selection  of quality  investment  services,  including
trading  with a broker on the  telephone,  through a wireless  device or via the
Internet,   at  commissions   that  are   substantially   lower  than  those  of
full-commission  firms and  competitive  with the  national  discount  brokerage
firms.  Siebert clears all securities  transactions  on a fully  disclosed basis
through National Financial Services Corp. ("NFSC"), a wholly owned subsidiary of
Fidelity   Investments.   NFSC,   with  over  $9   billion   in   assets,   adds
state-of-the-art  technology as well as back-office experience to the operations
of Siebert supplementing Siebert's in-house systems.

         Siebert  serves  investors  who make  their own  investment  decisions.
Siebert seeks to assist its customers in their investment  decisions by offering
a number of value added services,  including easy access to account information.
The firm  provides its  customers  with  information  via  toll-free 800 service
direct to its representatives,  Monday through Friday between 7:30 a.m. and 7:30
p.m. Eastern Time.  Through its SiebertNet,  Mobile Broker,  inter-active  voice
recognition  and Siebert  MarketPhone  services,  24-hour access is available to
customers.

         Independent Retail Execution Services.  Siebert offers what it believes
to be the best possible trade  executions  for customers.  Siebert does not make
markets in securities,  nor does it position against customer orders.  Siebert's
listed orders are routed in a manner to afford all customers the opportunity for
price improvement on all orders.  Through a service called NYSE Prime1,  Siebert
also has the ability to document to customers all price improvements received on
orders  executed on the NYSE when orders are filled at better than the  National
Best Bid/Offer.

         The firm's OTC orders are executed  through a network of NASDAQ  market
makers with no single market maker executing all trades. Additionally,  the firm
offers customers execution services through the SelectNet2 and Instinet3 systems
for an additional  fee.  These systems give  customers  access to all Electronic
Communication  Networks  listed on  SelectNet  and to Instinet  before and after
regular  market  hours.  Siebert  believes  that its OTC  executions  afford its
customers  the best  possible  opportunity  for  consistent  price  improvement.
Siebert does not have any affiliation  with market makers and therefore does not
execute OTC trades through affiliated market makers.

         Siebert  offers  customers the ability to execute online trades in U.S.
Treasury bonds and notes through E-bond, operated by Cantor Fitzgerald,  a large
dealer in U.S. Treasury securities.

         Customers  may also indicate  online  interest,  in buying,  selling or
shopping for competitive yields of fixed income securities,  including municipal
bonds,  corporate  bonds,   mortgage-backed  securities,   Government  Sponsored
Enterprises,   Unit  Investment   Trusts  or  Certificates  of  Deposit.   These
transactions are executed by registered representatives.

         Retail  Customer  Service.  Siebert  believes  that  superior  customer
service enhances its ability to compete with larger discount brokerage firms and
therefore  provides retail  customers,  at no additional  charge,  with personal
service via toll-free access to dedicated  customer support personnel for all of
its products and services. Customer service personnel are located in each branch
office of the firm.


--------
1   NYSE Prime is a service mark of the New York Stock Exchange, Inc.
2   SelectNet is a trademark of NASDAQ Stock Market, Inc.
3   Instinet is a trademark of Reuters Group PLC.




                                       3

<PAGE>

         Retirement   Accounts.   Siebert   offers   customers   a  variety   of
self-directed   retirement   accounts   for  which  it  acts  as  agent  on  all
transactions.  Custodial services are provided through an affiliate of NFSC, the
firm's clearing agent, which also serves as trustee for such accounts. Each IRA,
SEP IRA,  ROTH IRA,  401(k) and KEOGH  account can be invested in mutual  funds,
stocks, bonds and other investments in a consolidated account.

         Customer  Financing.  Customers  margin  accounts  are carried  through
Siebert's clearing agent, which lends customers a portion of the market value of
certain   securities   held  in  the  customer's   account.   Margin  loans  are
collateralized  by these  securities.  Customers may sell securities  short in a
margin account,  subject to minimum equity and applicable  margin  requirements,
and the availability of such securities to be borrowed.

         In permitting a customer to engage in transactions, Siebert assumes the
risk of its customers'  failure to meet the customer's  obligations in the event
of adverse changes in the market value of the securities positions. Both Siebert
and its clearing agent reserve the right to set margin  requirements higher than
those established by the Federal Reserve Board.

         Risk  Management.  The two principal  risks the Company faces relate to
systems and credit. The Company's systems, including communications and trading,
are  critical  to the  Company's  operations.  Although  the  Company  maintains
redundancy in certain systems, failures in these systems nevertheless could have
a material adverse affect on the Company's operations. The principal credit risk
facing the Company  relates to customers who fail to pay for their  purchases or
who fail to  maintain  the minimum  required  collateral  for  amounts  borrowed
against securities positions.

         Information  and  Communications  Systems.  Siebert's  operations  rely
heavily on information  processing and  communications  systems.  The system for
processing   securities    transactions   is   highly   automated.    Registered
representatives  are equipped with computer  terminals that can access  customer
account information,  obtain securities prices and related information and enter
and confirm orders online.

         To support its  customer  service  delivery  systems,  as well as other
applications such as clearing functions, account administration,  record keeping
and direct  customer  access to  investment  information,  Siebert  maintains  a
computer  network.  Through its clearing  agent,  Siebert's  computers  are also
linked to the major registered United States securities exchanges,  the National
Securities Clearing Corporation and The Depository Trust Company. Failure of the
information processing or communication systems for a significant period of time
could limit the ability to process a large volume of transactions accurately and
rapidly.  This could cause  Siebert to be unable to satisfy its  obligations  to
customers and other securities firms, and could result in regulatory violations.
External  events,  such as an  earthquake  or power  failure,  loss of  external
information  feeds,  such as  security  price  information,  as well as internal
malfunctions, such as those that could occur during the implementation of system
modifications, could render part or all of such systems inoperative.

         To enhance the reliability of the system and integrity of data, Siebert
maintains  carefully  monitored  backup and recovery  functions.  These  include
logging of all critical files intra-day, duplication and storage of all critical
data outside of its central computer site each evening,  and trading  facilities
for backup and communications in each of its branches.



                                       4

<PAGE>


          CREDIT  MANAGEMENT.  Siebert has established  policies with respect to
maximum  purchase  commitments  for new customers or customers  with  inadequate
collateral to support a requested  purchase.  Managers have some  flexibility in
the allowance of certain  transactions.  When transactions  occur outside normal
guidelines,  accounts are monitored  closely  until their payment  obligation is
completed;  if the  customer  does not meet the  commitment,  steps are taken to
close out the position and  minimize any loss.  Siebert has not had  significant
credit losses in the last five years.

         Current  Developments.   In  2000  the  Company  acquired  the  Women's
Financial  Network and  HerDollar.com,  both websites in the  development  stage
providing  financial  information and education targeted primarily to women. The
two  websites  were  combined to form  WFN.com  ("WFN"),  the Woman's  Financial
Network  at  Siebert.  WFN.com,  ("WFN")  offering a broad  range of  investment
information  and  financial  educational  materials,  as  well as  tools,  small
business  center  community,  investment  club  exchange,  online  workbooks all
intended to help users to better  understand  and more  effectively  manage both
their  professional and personal lives.  WFNInvest is a division of Siebert that
offers  online  brokerage  services  similar  to,  and under  similar  terms and
conditions as those offered by Siebert.  WFN.com will have a formal re-launch in
early April 2001.

         The  Company  presently  is  installing  a new company  wide  telephone
system.  . This  system  permits  the  automatic  routing  of  calls to the next
available agent in a designated skill set,  regardless of physical location,  at
times that all lines in the office  originally  called are busy. The system also
permits detailed analysis of calls, including times and the nature of the calls,
offering management tools to increase efficiency and customer service.

         The Company is also  rolling  out its new  proprietary,  custom  built,
Customer Relationship Management System that enables representatives to have all
customer data on a computer  screen,  thereby aiding the resolution of questions
on the first call. The information  will be available to customers online during
2001 enabling  customers to research and answer many of their  questions  online
without help from a representative.

         On May 15, 2000, Siebert opened a branch in Freemont,  California.  The
branch  caters to a Mandarin  speaking  clientele and offers all of the products
and services offered by Siebert.

         In June 2000 a branch was opened in Ft. Lauderdale,  Florida. A portion
of the space in that  location  will be used as a customer  service  call center
unless it is required to service new customers originated by the branch..

Capital Markets Division

         In 1991, Siebert created its Capital Markets division,  which serves as
a co-manager,  underwriting  syndicate member, or selling group member on a wide
spectrum of securities offerings for corporations and Federal agencies.

         Principal  activities of the Capital  Markets  Division are  investment
banking and institutional equity execution services.

         During 1996, Siebert formed the Siebert,  Brandford,  Shank division of
the  investment  banking group to enhance the activities of Siebert's tax exempt
underwriting.  The  operations of the Siebert,  Brandford,  Shank  division were
moved on July 1,  1998 to a newly  formed  entity,  SBS.  Two  individuals,  Mr.
Napoleon  Brandford  and Ms.  Suzanne  F.  Shank,  own 51% of the equity and are
entitled  to 51% of the  net  profits  of SBS and  Siebert  is  entitled  to the
balance.  SBS has made  Siebert  a more  significant  factor  in the tax  exempt
underwriting  area,  and  is  expected  to  enhance  Siebert's   government  and
institutional  relationships as well as the breadth of products that can be made
available to retail clients.



                                       5
<PAGE>

         In addition to occupying a portion of Siebert's existing offices in New
York, SBS operates out of offices in San Francisco,  Seattle,  Houston, Chicago,
Detroit, Los Angeles, Washington, DC and Dallas.

         To date, the Siebert, Brandford, Shank division and SBS have co-managed
offerings  of  approximately   $85  billion  and  senior  managed  offerings  of
approximately   $3.7  billion.   Clients   include  the  States  of  California,
Washington,  Texas,  Ohio and Michigan and the Cities of Chicago,  Detroit,  Los
Angeles, Houston, Dallas, Denver and St. Louis.

         Certain  risks  are  involved  in  the   underwriting   of  securities.
Underwriting  syndicates  agree to purchase  securities  at a discount  from the
initial  public  offering  price.  If the  securities  must  be sold  below  the
syndicate  cost, an underwriter  is exposed to losses on the securities  that it
has committed to purchase.  In the last several years,  investment banking firms
have  increasingly  underwritten  corporate and municipal  offerings  with fewer
syndicate participants or, in some cases, without an underwriting  syndicate. In
these  cases,  the  underwriter  assumes a larger  part or all of the risk of an
underwriting  transaction.  Under Federal  securities laws, other laws and court
decisions,  an  underwriter is exposed to  substantial  potential  liability for
material  misstatements  or omissions of fact in the prospectus used to describe
the securities  being offered.  While  municipal  securities are exempt from the
registration  requirements  of the  Securities  Act  of  1933,  underwriters  of
municipal securities nevertheless are exposed to substantial potential liability
in connection with material  misstatements  or omissions of fact in the offering
documents prepared in connection with offerings of such securities.

Advertising, Marketing and Promotion

         Siebert develops and maintains its retail customer base through printed
advertising in financial  publications,  broadcast commercials over national and
local cable TV channels,  as well as promotional  efforts and public appearances
by Ms. Siebert.  Additionally,  a significant portion of the firm's new business
is developed directly from referrals by satisfied customers. WFN, is intended to
target new retail customers for WFNInvest, a division of Siebert.

Competition

         Siebert encounters significant competition from full-commission, online
and discount  brokerage  firms, as well as from financial  institutions,  mutual
fund sponsors and other organizations many of which are significantly larger and
better  capitalized than Siebert.  There are currently over 150 online brokerage
firms. The general  financial  success of the securities  industry over the past
several years has strengthened existing competitors, although the reduced volume
of trading  starting in late January 2001 is leading to a  consolidation  in the
industry.  Siebert believes that additional competitors such as banks, insurance
companies,  providers of online  financial and  information  services and others
will  continue to be attracted to the online  brokerage  industry as they expand
their product lines.  Many of these  competitors are larger,  more  diversified,
have  greater  capital  resources,  and  offer a wider  range  of  services  and
financial  products than Siebert.  Some such firms are offering  their  services
over the  facilities of the Internet and have devoted more resources to and have
more elaborate web sites than the Company.  Siebert competes with a wide variety
of vendors of financial  services for the same customers.  Siebert believes that
its main competitive advantages are excellent executions,  high quality customer
service,  responsiveness,  cost and products  offered and the breadth of product
line.

Regulation

         The  securities  industry in the United  States is subject to extensive
regulation  under both  Federal  and state laws.  The SEC is the Federal  agency
charged  with   administration  of  the  Federal  securities  laws.  Siebert  is
registered  as  a  broker-dealer  with  the  SEC,  the  NYSE  and  the  National
Association  of  Securities   Dealers  ("NASD").   Much  of  the  regulation  of
broker-dealers has been delegated to self-regulatory organizations,  principally


                                       6

<PAGE>

the NASD and national  securities  exchanges such as the NYSE which is Siebert's
primary  regulator with respect to financial and operational  compliance.  These
self-regulatory  organizations  adopt  rules  (subject  to  approval by the SEC)
governing  the industry and conduct  periodic  examinations  of  broker-dealers.
Securities firms are also subject to regulation by state securities  authorities
in  the  states  in  which  they  do  business.   Siebert  is  registered  as  a
broker-dealer in 49 states, the District of Columbia and Puerto Rico.

         The principal  purpose of regulations and discipline of  broker-dealers
is  the  protection  of  customers  and  the  securities  markets,  rather  than
protection of creditors and stockholders of  broker-dealers.  The regulations to
which  broker-dealers are subject cover all aspects of the securities  business,
including  training  of  personnel,   sales  methods,  trading  practices  among
broker-dealers, uses and safekeeping of customers' funds and securities, capital
structure of securities firms, record keeping,  fee arrangements,  disclosure to
clients,  and the  conduct of  directors,  officers  and  employees.  Additional
legislation,  changes  in rules  promulgated  by the SEC and by  self-regulatory
organizations or changes in the  interpretation  or enforcement of existing laws
and rules may  directly  affect the method of  operation  and  profitability  of
broker-dealers and investment advisers. The SEC,  self-regulatory  organizations
and state securities  authorities may conduct  administrative  proceedings which
can result in censure,  fine, cease and desist orders or suspension or expulsion
of a  broker-dealer  or an investment  adviser,  its officers or its  employees.
Neither the Company nor Siebert has been the subject of any such  administrative
proceedings.

         As a registered broker-dealer and NASD member organization,  Siebert is
required  by  Federal  law to  belong  to  the  Securities  Investor  Protection
Corporation  ("SIPC")  which  provides,  in the  event of the  liquidation  of a
broker-dealer,  protection for securities held in customer  accounts held by the
firm of up to $500,000  per  customer,  subject to a  limitation  of $100,000 on
claims for cash balances.  The SIPC is funded through  assessments on registered
broker-dealers.  In addition, Siebert, through its clearing agent, has purchased
from private insurers additional account protection up to the net asset value of
each account. as defined, for customer securities positions only. Stocks, bonds,
mutual funds and money market funds are considered  securities and are protected
on a  share  basis  for  the  purposes  of SIPC  protection  and the  additional
protection.  Neither SIPC  protection nor the additional  protection  applies to
fluctuations in the market value of securities.

         Siebert is also authorized by the Municipal Securities Rulemaking Board
to effect  transactions  in municipal  securities on behalf of its customers and
has obtained certain additional  registrations with the SEC and state regulatory
agencies necessary to permit it to engage in certain other activities incidental
to its brokerage business.

         Margin  lending  arranged by Siebert is subject to the margin  rules of
the Board of Governors of the Federal  Reserve  System and the NYSE.  Under such
rules, broker-dealers are limited in the amount they may lend in connection with
certain  purchases and short sales of securities and are also required to impose
certain  maintenance  requirements  on the amount of securities and cash held in
margin accounts. In addition, those rules and rules of the Chicago Board Options
Exchange  govern the amount of margin  customers  must  provide and  maintain in
writing uncovered options.


Net Capital Requirements

         As a registered broker-dealer,  Siebert is subject to the SEC's Uniform
Net Capital Rule (Rule  15c3-1) (the "Net  Capital  Rule"),  which has also been
adopted through incorporation by reference in NYSE Rule 325. Siebert is a member
firm of the NYSE and the  NASD.  The Net  Capital  Rule  specifies  minimum  net
capital  requirements  for all  registered  broker-dealers  and is  designed  to
measure  financial  integrity  and  liquidity.  Failure to maintain the required
regulatory net capital may subject a firm to suspension or expulsion by the NYSE
and the NASD,  certain punitive  actions by the SEC and other regulatory  bodies
and, ultimately, may require a firm's liquidation.



                                       7
<PAGE>

         Regulatory   net  capital  is  defined  as  net  worth   (assets  minus
liabilities),  plus qualifying subordinated borrowings,  less certain deductions
that result from excluding assets that are not readily convertible into cash and
from  conservatively  valuing  certain other assets.  These  deductions  include
charges  that  discount  the value of firm  security  positions  to reflect  the
possibility of adverse changes in market value prior to disposition.

         The Net Capital Rule requires  notice of equity capital  withdrawals to
be provided to the SEC prior to and subsequent to withdrawals  exceeding certain
sizes. The Net Capital Rule also allows the SEC, under limited circumstances, to
restrict a broker-dealer  from withdrawing  equity capital for up to 20 business
days.

         The firm  falls  within  the  provisions  of Rule  240.15c3-1(a)(1)(ii)
promulgated  by the SEC.  Siebert  has  elected to use the  alternative  method,
permitted by the rule, which requires that Siebert maintain minimum net capital,
as defined,  equal to the greater of  $250,000 or 2 percent of  aggregate  debit
balances arising from customer  transactions,  as defined. (The net capital rule
of the NYSE also  provides  that  equity  capital may not be  withdrawn  or cash
dividends  paid if  resulting  net  capital  would  be less  than 5  percent  of
aggregate  debits.) At December 31, 2000 and 1999,  Siebert had net capital of $
18.0 million and $15.4 million,  respectively,  and net capital  requirements of
$250,000 under  Regulation  240.15c3-1(a)(1)(ii).  Siebert is not subject to SEC
Rule 15c3-3 and claims  exemption  from the reserve  requirement  under  Section
15c3-3(k)(2)(ii).  The firm  maintains  net  capital  in  excess of the SEC Rule
17a-11 requirement.

Employees

         As of March 14, 2001, the Company had approximately 138 employees, five
of whom were  corporate  officers.  None of the  employees is  represented  by a
union, and the Company believes that relations with its employees are good.



                                       8

<PAGE>

Item 2. PROPERTIES.  Siebert currently  maintains nine retail discount brokerage
offices.  Customers  can visit the offices to obtain market  information,  place
orders,  open accounts,  deliver and receive checks and  securities,  and obtain
related customer services in person. Nevertheless,  most of Siebert's activities
are conducted by telephone and mail.


Siebert operates its business out of the following 9 leased offices:

<TABLE>
<CAPTION>
                                                      Approximate          Expiration Date of
                                                Office Area in Square            Current               Renewal
Location                                                 Feet                     Lease                 Terms
--------                                                 ----                     -----                 -----

Corporate Headquarters, Retail and
Investment Banking Office
<S>                                                    <C>                       <C>                     <C>
885 Third Ave.                                         7,828 SF                  4/30/03                 None
New York, NY  10022


Retail Offices                                         1,000 SF                 12/31/02                 None
9693 Wilshire Boulevard
Beverly Hills, CA  90212

4400 North Federal Highway                             1,038 SF                  2/28/02                 None
Boca Raton, FL  33431

111 Pavonia Avenue                                     7,700 SF                  6/30/04               Partial
Jersey City, NJ 07310                                                              to               5 year option
                                                                                 6/30/05

400 Fifth Avenue - South                               1,008 SF                  4/30/02                 None
Naples, FL  33940

240A South County Road                                  770 SF                  12/31/02            2 year option
Palm Beach, FL  33480

9569 Harding Avenue                                    1,150 SF                   Month                  None
Surfside, FL  33154                                                                to
                                                                                  month

44260 Fremont Blvd.                                      1,100                    Month                  None
Freemont, CA 94538                                                                 to
                                                                                  month

6210 N. Federal Highway                                  1,200                   2/28/03            3 year option
Fort Lauderdale, FL 33308

</TABLE>

         The Company  believes that its properties are in good condition and are
suitable and adequate for the Company's business operations.



                                        9

<PAGE>

Item 3. LEGAL PROCEEDINGS

         The Company is involved in various routine  litigation that it believes
is customary and incidental to its business.  In the opinion of management,  the
ultimate  disposition  of these  actions  will  not,  in the  aggregate,  have a
material  adverse  effect on the financial  position or results of operations of
the Company.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None



                                       10

<PAGE>



                                     Part II

Item 5. PRICE RANGE OF COMMON STOCK

         The Common Stock trades on the NASDAQ  National Market System under the
symbol  "SIEB".  The high and low sales prices of the Common  Stock  reported by
NASDAQ SmallCap Market during the following periods were:


                                                           High         Low

First Quarter - 1999 .............................      $ 70.63      $  8.50

Second Quarter - 1999 ............................      $ 58.00      $ 18.50

Third Quarter - 1999 .............................        30.44      $ 14.50

Fourth Quarter - 1999 ............................      $ 22.84      $ 13.50

First Quarter - 2000 .............................      $ 17.00      $  9.00

Second Quarter - 2000 ............................      $ 14.00      $  6.81

Third Quarter - 2000 .............................      $  9.94      $  6.81

Fourth Quarter - 2000 ............................      $  8.00      $  3.45

January 1, 2000 - March 23, 2001 .................      $  6.50      $  4.63

         The closing bid price of the Common Stock on the NASDAQ National System
on March 23,  2001 was $ 4.63 per share and there were 171  holders of record of
the Common Stock.

Dividend Policy

         The Company paid cash dividends of $.04 to its shareholders on June 28,
2000,  January 18, April 15, July 16, and October 29, 1999; and $.0225,  $.0225,
$.03  and  $.03 on March  16,  June 23,  September  25 and  December  30,  1998,
respectively.  Ms. Siebert, the majority shareholder of the Company,  waived her
right to receive the  dividends  declared  by the Company to date.  The Board of
Directors of the Company considers the declaration of dividends quarterly.

         Subject to statutory and regulatory  constraints,  prevailing financial
conditions and future earnings, the Company may pay cash dividends on its Common
Stock.  In considering  whether to pay such  dividends,  the Company's  Board of
Directors will review the earnings of the Company, its capital requirements, its
economic  forecasts and such other factors as are deemed relevant.  Some portion
of the Company's  earnings will be retained to provide capital for the operation
and expansion of its business.





                                       11
<PAGE>


Item 6. SELECTED FINANCIAL INFORMATION
           (In thousands except per share data)


<TABLE>
<CAPTION>
                                                            2000          1999          1998          1997         1996
                                                            ----          ----          ----          ----         ----
Income statement data:
<S>                                                    <C>           <C>           <C>           <C>           <C>
Total Revenues .....................................   $    44,341   $    36,118   $    30,491   $    31,266   $    29,665
Net income (1) .....................................         7,999         4,603         4,313         2,618         1,964

Net income per share of common stock (1)
   Basic ...........................................           .35           .20           .20           .12           .09
   Diluted .........................................           .34           .20           .19           .12           .09



Weighted average shares outstanding(basic) .........    22,886,100    22,725,452    21,598,406    21,549,484    21,543,588
Weighted average shares outstanding (diluted) ......    23,265,897    23,238,100    22,241,860    21,549,484    21,543,588
Statement of financial condition data (at year-end):
  Total assets .....................................   $    40,636   $    32,305   $    21,494   $    18,510   $    15,354
  Total liabilities excluding subordinated .........   $     3,952   $     2,851   $     4,194   $     5,493   $     4,918
   borrowings
  Subordinated borrowings to majority shareholder ..   $         -   $         -   $     3,000   $     3,000   $     3,000
  Stockholders' equity .............................   $    36,684   $    29,454   $    14,300   $    10,017   $     7,446
</TABLE>


(1)  Amounts for 1996 give effect to the income  taxes that would have been paid
     if the Company did not file as an S Corporation.



                                       12

<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

This  discussion  should  be read in  conjunction  with  the  Company's  audited
Consolidated  Financial  Statements and the Notes thereto contained elsewhere in
this Annual Report.


Market  conditions  during the first quarter of 2000 reflected a continuation of
the 1996 bull market  characterized by record volume,  record high market levels
and large daily swings in the market  averages.  Concerns about oil prices and a
slowing  economy,  however,  led to lower trading volume in the markets  overall
during the second and third quarters.  During the fourth quarter,  uncertainties
over interest rates,  inflation,  the price of oil and high stock  valuations in
the  technology  weighted  NASDAQ led to continued  lower  volumes and generally
bearish market  conditions.  Bearish  sentiments  continue to affect the markets
through the first quarter of 2001 and market volumes continued light, especially
when compared to the record volume levels of the first quarter of 2000.


Meanwhile, competition continued to intensify among all types of brokerage firms
including  established  discount  brokers  and new firms  entering  the  on-line
brokerage  business.  Electronic  trading continues to account for an increasing
amount of trading  activity with some firms  offering very low or even free flat
rate trading  execution  fees that are difficult for any  conventional  discount
firm to meet. Some of these flat fee or free brokers, however impose asset based
charges for services such as mailing, transfers and handling exchanges which the
Company does not currently  impose,  and also direct their executions to captive
market makers.  Continued  competition  could limit the Company's growth or even
lead to a decline in the Company's  customer base which would  adversely  affect
its results of operations.  Industry-wide changes in trading practices,  such as
the  advent  of  decimal   pricing  and  the   increasing   use  of   Electronic
Communications  Networks, are expected to put continuing pressure on fees earned
by discount brokers for the sale of order flow while increasing volatility.

On May 15, 2000, the Boaqrd of Directors of the Company authorized a buy back of
up to one million shares of common stock.  Shares will be purchased from time to
time in the open market and in private transactions.  Through March 23, 2001,
345,900 shares were purchased at an average price of $5.27.

The  Company,  like other  securities  firms,  is  directly  affected by general
economic and market  conditions  including  fluctuations in volume and prices of
securities,  changes and prospects for changes in interest  rates and demand for
brokerage and investment banking services, all of which can affect the Company's
relative profitability. In periods of reduced market activity,  profitability is
likely to be adversely affected because certain expenses, including salaries and
related costs,  portions of communications costs and occupancy expenses,  remain
relatively fixed. Accordingly,  earnings for any period should not be considered
representative of any other period.  Further,  expenditures  associated with the
planned  development and promotion of the Company's financial website for women,
WFN,  the  Women's  Financial  Network at Siebert  ("WFN"),  may have an adverse
affect on the Company's future earnings. The Company believes that revenues from
new  accounts  expected to be generated  by the website  will be  sufficient  to
offset the  operating and  promotional  cost for its website over the long term.
However, there can be no assurance that a sufficient number of new accounts will
be generated to offset the costs or produce significant profits.




                                       13
<PAGE>

Results of Operations

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Revenues.  Total  revenues  for 2000 were $44.3  million,  an  increase  of $8.2
million or 22.7%,  over 1999.  Commission and fee income increased $7.9 million,
or 24.2%,  over the prior year to $40.3  million due to higher  trading  volume,
particularly in the first quarter,  partially offset by lower commissions earned
per  trade  resulting  from  the  increased  lower  priced  electronic  trading,
reductions on other related services caused by increased  competition from ultra
low cost  flat fee  brokers  and a  reduction  of per  share  order  flow  fees.
Investment banking revenues increased $.4 million, or 29.9%, from the prior year
to $1.7 in 2000,  primarily due to the Company's  involvement  at the co-manager
level in fixed income securities offerings.

Loss from equity  investee was $300,000  compared to the prior year's  profit of
$100,000,  due in part to the decreased  number of municipal  bond  offerings as
interest rate concerns affected this market too.

Trading profits  declined  $300,000,  or 31.2%,  from the prior year to $700,000
primarily  due to reduced  proprietary  trading  activity and  investment of the
Company's capital in lower risk investments, including money market funds.

Income from interest and dividends increased $700,000,  or 58.7%, from the prior
year to $1.9 million  primarily  due to higher cash  balances as a result of the
Company's rights offering completed in January, 1999.

Expenses.  Total  expenses  for 2000 were $30.5  million,  an  increase  of $2.3
million, or 8.2%, from the prior year.

Employee  compensation and benefit costs increased $1.7 million,  or 15.2%, from
the prior year to $12.9  million  primarily  due to an  increase  in  management
headcount, and new management employees associated with WFN, offset in part by a
reduction in line personnel.

Clearing and floor  brokerage fees increased  $100,000,  or 2.5%, from the prior
year to $6.1 million due to increased volume of trades executed,  offset in part
by a lower per  ticket  charge to the  Company  under a new  clearing  agreement
entered into in 2000.

Advertising and promotion expense decreased  $600,000,  or 17.6%, from the prior
year  to  $2.8  million  primarily  due  to a  decreased  level  of  promotional
advertising.

Communications  expense  increased  $600,000,  or 22.4%, over the prior year, to
$3.0  million  primarily  due to  increased  quote usage by  customers  and news
services  offered by the Company,  coupled with an increase in the volume of the
Company's business and communication expenses incurred by WFN.

Occupancy costs increased  $200,000,  or 40.5%,  from the prior year to $800,000
principally  due to the  execution of new leases  entered into by the Company in
connection with the planned move of the Company's operations to Jersey City, New
Jersey and the opening of the Company's Fort Lauderdale call center.

Interest expense decreased $100,000,  from the prior year to $20,000,  primarily
due to decreased activity in the Company's proprietary trading accounts. In July
1999,  management  decided to reduce  trading  activity  and instead  invest the
Company's capital in lower risk investments, including money market funds.



                                       14
<PAGE>

General  and  Administrative.  General  and  administrative  expenses  increased
$400,000,  or 9.1%, from the prior year to $4.9 million  primarily due to higher
depreciation  expense resulting from fixed asset purchases and higher consulting
costs.

Taxes.  Provision for income taxes  increased $2.5 million,  or 75.7%,  from the
prior year to $5.9 million due to an increase in net income before income tax to
$13.9 million in 2000 from $7.9 million in 1999.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenues.  Total  revenues  for 1999 were $36.1  million,  an  increase  of $5.6
million or 18.5%,  over 1998.  Commission and fee income increased $8.4 million,
or 34.9%,  over the prior year to $32.5  million  due to higher  trading  volume
partially  offset  by lower  commissions  earned  per trade  resulting  from the
increased lower priced electronic trading,  reductions on other related services
caused by  increased  competition  from  ultra low cost flat fee  brokers  and a
reduction  of per share  order flow fees.  The  portion  of trades  executed  on
SiebertNet  continues to  increase,  amounting  to  approximately  46% of retail
trades executed for the year ending December 31, 1999 compared to 16% for 1998.

Investment  banking revenues  decreased $1.9 million,  or 59.6%,  from the prior
year to $1.3 in 1998, which included  investment banking revenues of SBS for the
six months ended June 30, 1998.  SBS generates a majority of its revenues in the
tax-exempt underwriting area.

Income from equity investee  decreased $1.1 million or 91.5% from the prior year
to $100,000 due in part to the decreased  number of municipal  bond offerings as
interest rates trended higher.

Trading profits declined $249,000, or 19.4%, from the prior year to $1.0 million
primarily  due to reduced  income  opportunities  in the  trading of listed bond
funds,  the  firm's  principal  trading  activity.  Additionally,  In July 1999,
management  curtailed  proprietary  trading  activity and invested the Company's
capital in lower risk investments, including money market funds.

Income from interest and dividends increased $527,000,  or 78.7%, from the prior
year to  $1,197,000  primarily  due to higher  cash  balances as a result of the
Company's rights offering.

Expenses.  Total  expenses  for 1999 were $28.1  million,  an  increase  of $5.1
million, or 22.3%, from the prior year.

Employee  compensation and benefit costs increased  $258,000,  or 2.4%, from the
prior  year  to  $11.2  million  primarily  due to  increase  in  the  Company's
headcount,  offset in part by the  treatment  of SBS as a separate  entity  from
July, 1998.

Clearing and floor  brokerage fees increased  $1.9 million,  or 46.6%,  from the
prior year to $5.9 million due to increased volume of tickets  executed,  offset
in part by lower per ticket charges. Additionally, the Company received a refund
of $1 million in connection with a renegotiated  clearing agreement during 1998,
the effect of which was to decrease  clearing  and floor  brokerage  fees during
1998.

Advertising and promotion  expense  increased $1.4 million,  or 69.5%,  from the
prior  year  to  $3.4  million   primarily  due  to  increased  spot  television
advertising and increased media costs.

Communications  expense  increased  $665,000,  or 36.8%, over the prior year, to
$2.5  million  primarily  due to  increased  quote usage by  customers  and news
services  offered by the Company,  coupled with an increase in the volume of the
Company's business.



                                       15
<PAGE>

Occupancy costs decreased  $112,000,  or 16.8%,  from the prior year to $553,000
principally  due to the  treatment  of SBS as a separate  entity from July 1998,
partially offset by a lease extension  option  cancellation fee of approximately
$33,000 paid during 1998.

Interest expense decreased $172,000,  or 52.6%, from the prior year to $155,000,
primarily  due to  decreased  activity  in  the  Company's  proprietary  trading
accounts.  In July 1999,  management curtailed  proprietary trading activity and
invest the Company's capital in lower risk  investments,  including money market
funds.

General and Administrative.  General and administrative  expenses increased $1.2
million,  or 37.7%,  from the prior year to $4.5 million primarily due to merger
costs in connection with the acquisition of Peck, higher consulting fees and the
cost of outsourcing fulfillment of an increased number of new account leads.

Taxes.  Provision for income taxes increased  $191,000,  or 6.1%, from the prior
year to $3.3 million  primarily  due to an increase in net income  before income
tax to $7.9 million in 1999 from $7.5 million in 1998.

Liquidity and Capital Resources

The Company's  assets are highly  liquid,  consisting  generally of cash,  money
market funds and securities  freely salable in the open market.  Siebert's total
assets at December 31, 2000 were $40.6 million.  As of December 31, 2000,  $32.7
million or 80.6% of total assets were regarded by the Company as highly liquid.

Siebert is  subject to the net  capital  requirements  of the SEC,  the NYSE and
other regulatory  authorities.  At December 31, 2000,  Siebert's  regulatory net
capital  was $18.0  million,  $17.8  million  in excess of its  minimum  capital
requirement of $250,000.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Instruments Held For Trading Purposes:

Through Siebert, the Company maintains inventories in Exchange-listed and NASDAQ
equity  securities  on both a long  and  short  basis.  The  fair  value  of all
securities at December 31, 2000 was approximately $6.3 million in long positions
and approximately $2,000 in short positions. The fair value of all securities at
December  31,  1999  was  approximately  $2.7  million  in  long  positions  and
approximately  $50,000 in short positions.  Using a hypothetical 10% increase or
decrease in prices,  the potential  loss in fair value,  respectively,  could be
approximately $630,000 and $ 270,000,  respectively, due to the offset of change
in fair value in long and short positions.

Financial Instruments Held For Purposes Other Than Trading:

Working capital is generally  temporarily  invested in dollar  denominated money
market funds and overnight  certificates of deposits.  These investments are not
subject to material changes in value due to interest rate movements.

Item 8. FINANCIAL STATEMENTS.

         See financial  statements and  supplementary  data required pursuant to
this item beginning on page F-1 of this Report on Form 10-K.




                                       16
<PAGE>

Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  IN  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

            None.





                                       17
<PAGE>

                                    PART III

Item 10.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

(a)      Identification of Directors

(b)      Identification of Executive Officers

 The executive officers of the Company are:

 Name                            Age             Position

 Muriel F. Siebert               68              Chairwoman and President

 Daniel Jacobson                 72              Vice Chairman

 Nicholas P. Dermigny            43              Executive Vice President and
                                                 Chief Operating Officer

 Mitchell M. Cohen               45              Executive Vice President,
                                                 Chief Financial Officer and
                                                 Assistant Secretary

 Daniel Iesu                     41              Secretary

         Certain   information   regarding  each  executive  officer's  business
experience is set forth below.

         Muriel F.  Siebert  has been  Chairwoman,  President  and a director of
Siebert  since 1967 and the  Company  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,  the National Women's Business
Council, the International Women's Forum and the Boy Scouts of Greater New York.

         Daniel  Jacobson  has been Vice  Chairman and a director of the Company
since May 4, 1999.  He was a partner in  Richard A.  Eisner & Company,  LLP from
June 1, 1994  until May 1,  1999.  He is a director  and  chairman  of the audit
committee of Barnwell Industries, Inc. Mr. Jacobson is an attorney and certified
public accountant.

         Nicholas  P.  Dermigny  has been  Executive  Vice  President  and Chief
Operating  Officer of Siebert  since  joining  the firm in 1989 and the  Company
since  November  8,  1996.  Prior to 1993,  he was  responsible  for the  retail
division. Mr. Dermigny became an officer and director of the Company on November
8, 1996.

         Mitchell M. Cohen has been Executive Vice  President,  Chief  Financial
Officer and Assistant Secretary of Siebert since November 9, 1998. From December
1996  to  October  1998,  Mr.  Cohen  served  as  Chief  Financial   Officer  of
Everything's  Jake.  From May 1994 to November  1996,  Mr. Cohen served as Chief
Financial Officer of three firms including two broker-dealers. From January 1993
to May 1994, Mr. Cohen was an audit manager for Goldstein,  Golub, Kessler & Co.
P.C, a public  accounting firm.  Prior to these  positions,  Mr. Cohen was Chief
Financial  Officer of Ehrlich Bober Financial Corp., an investment  banking firm
listed on the American Stock Exchange.

         Daniel Iesu has been  Secretary of Siebert  since  October 1996 and the
Company since November 8, 1996. He has been Controller of Siebert since 1989.





                                       18

<PAGE>

Item 11. EXECUTIVE COMPENSATION.

         The information required by this item is incorporated by reference from
the Company's  definitive proxy statement to be filed by the Company pursuant to
Regulation 14A on or prior to April 30, 2001

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information required by this item is incorporated by reference from
the Company's  definitive proxy statement to be filed by the Company pursuant to
Regulation 14A on or prior to April 30, 2001.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by this item is incorporated by reference from
the Company's  definitive proxy statement to be filed by the Company pursuant to
Regulation 14A on or prior to April 30, 2001.

Item 14. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

                  The exhibits required by Item 601 of the Regulations S-K filed
                  as part of, or  incorporated  by reference in, this report are
                  listed in the accompanying Exhibit Index.

(b)      Reports on Form 8-K

                           None.


                                       19


<PAGE>



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                                           Page

SIEBERT FINANCIAL CORP.

<S>                                                                                           <C>
Report of Independent Auditors                                                              F-1

Consolidated Statements of Financial Condition at December 31, 2000 and 1999                F-2

Consolidated Statements of Income for each of the years in the
   three-year period ended December 31, 2000                                                F-3

Consolidated Statements of Changes in Stockholders' Equity for each
   of the years in the three-year  period ended December 31, 2000                           F-4

Consolidated Statements of Cash Flows for each of the
   years in the three-year period ended December 31, 2000                                   F-5

Notes to Consolidated Financial Statements                                                  F-6
</TABLE>





<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
Siebert Financial Corp.
New York, New York


We have audited the accompanying  consolidated statements of financial condition
of Siebert Financial Corp. and its wholly owned  subsidiaries as of December 31,
2000 and December 31, 1999, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 2000.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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, 2000 and December 31,
1999, 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,
2000 in conformity with accounting  principles  generally accepted in the United
States of America.


Richard A. Eisner & Company, LLP

New York, New York
February 14, 2001



                                      F-1

<PAGE>



SIEBERT FINANCIAL CORP. AND SUBSIDIARIES


Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                                                       December 31,
                                                                                            -----------------------------------
                                                                                                  2000              1999
                                                                                                  ----              ----
ASSETS

<S>                                                                                         <C>               <C>
Cash and cash equivalents                                                                   $     26,370,000  $     22,882,000
Cash equivalents - restricted                                                                      1,300,000         1,300,000
Receivable from clearing broker                                                                      124,000         2,358,000
Securities owned, at market value                                                                  6,271,000         2,653,000
Furniture, equipment and leasehold improvements, net                                               1,956,000           729,000
Investment in and advances to affiliate                                                              981,000         1,097,000
Intangibles, net                                                                                   2,375,000
Prepaid expenses and other assets                                                                  1,259,000         1,286,000
                                                                                            ----------------  ----------------
                                                                                            $     40,636,000  $     32,305,000
                                                                                            ================  ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Securities sold, not yet purchased, at market value                                         $          2,000  $         50,000
Accounts payable and accrued liabilities                                                           3,950,000         2,801,000
                                                                                            ----------------  ----------------
                                                                                                   3,952,000         2,851,000
                                                                                            ----------------  ----------------

Commitments and contingent liabilities

Stockholders' equity:
Common stock, $.01 par value;  49,000,000 shares  authorized,  22,911,187 shares
   outstanding at December 31, 2000
   and 22,889,687 at December 31, 1999                                                               229,000           228,000
Additional paid-in capital                                                                        17,736,000        17,582,000
Retained earnings                                                                                 19,522,000        11,644,000
Less:  148,700 shares of treasury stock, at cost                                                    (803,000)
                                                                                            ----------------  ----------------

                                                                                                  36,684,000        29,454,000
                                                                                            ----------------  ----------------
                                                                                            $     40,636,000  $     32,305,000
                                                                                            ================  ================


                See notes to consolidated financial statements.


                                      F-2

<PAGE>


Consolidated Statements of Income

                                                                                       Year Ended December 31,
                                                                      ---------------------------------------------------------
                                                                            2000                1999                1998
                                                                      -----------------  -----------------   -----------------
Revenues:
<S>                                                                   <C>                <C>                 <C>
   Commissions and fees                                               $      40,322,000  $      32,452,000   $      24,059,000
   Investment banking                                                         1,731,000          1,332,000           3,296,000
   Trading profits                                                              713,000          1,037,000           1,286,000
   Income (loss) from equity investee                                          (324,000)           100,000           1,180,000
   Interest and dividends                                                     1,899,000          1,197,000             670,000
                                                                      -----------------  -----------------   -----------------
                                                                             44,341,000         36,118,000          30,491,000
                                                                      -----------------  -----------------   -----------------

Expenses:
   Employee compensation and benefits                                        12,884,000         11,183,000          10,925,000
   Clearing fees, including floor brokerage                                   6,088,000          5,942,000           4,053,000
   Advertising and promotion                                                  2,790,000          3,386,000           1,998,000
   Communications                                                             3,022,000          2,470,000           1,805,000
   Occupancy                                                                    778,000            553,000             665,000
   Interest                                                                      23,000            155,000             327,000
   Other general and administrative                                           4,901,000          4,492,000           3,262,000
                                                                      -----------------  -----------------   -----------------

                                                                             30,486,000         28,181,000          23,035,000
                                                                      -----------------  -----------------   -----------------

Income before provision for income taxes                                     13,855,000          7,937,000           7,456,000

Provision for income taxes - current                                          5,856,000          3,334,000           3,143,000
                                                                      -----------------  -----------------   -----------------

Net income                                                            $       7,999,000  $       4,603,000   $       4,313,000
                                                                      =================  =================   =================

Net income per share of common stock - basic                                $.35                $.20                $.20
Net income per share of common stock - diluted                              $.34                $.20                $.19

Weighted average shares outstanding - basic                                  22,886,100         22,725,452          21,598,406
Weighted average shares outstanding - diluted                                23,265,897         23,238,100          22,241,860



                See notes to consolidated financial statements.


                                      F-3

<PAGE>

Consolidated Statements of Changes In Stockholders' Equity

<CAPTION>
                                                                  Common Stock
                                                              --------------------
                                                              Number                       Additional
                                                                of          $.01 Par         Paid-in         Retained
                                                              Shares         Value          Capital          Earnings
                                                              ------         -----          -------          --------

<S>               <C>                                         <C>         <C>           <C>               <C>
Balance - January 1, 1998                                     21,550,440  $   215,000   $     6,585,000   $    3,217,000
Net income                                                             -            -                 -        4,313,000
Issuance of shares in connection with
   Restricted Stock Award Plan, net of
   7,200 shares forfeited                                         38,000            -                 -                -
Non-cash compensation in connection
   with Restricted Stock Award Plan                                    -            -            91,000                -
Issuance of shares in connection with
   exercise of employee stock options                             16,520            -            38,000                -
Dividends on common stock ($.12 per share)                             -            -                 -         (159,000)
                                                           -------------  -----------   ---------------   --------------

Balance - December 31, 1998                                   21,604,960      215,000         6,714,000        7,371,000
Net income                                                                                                     4,603,000
Issuance of shares in connection with rights
   offering, net of expenses                                     961,087       10,000         6,919,000
Issuance of shares in connection with
   Restricted Stock Award Plan, net of
   850 shares forfeited                                            3,400            -                 -                -
Non-cash compensation in connection
   with Restricted Stock Award Plan                                                              50,000
Issuance of shares in connection with
   exercise of employee stock options                            320,240        3,000           744,000                -
Tax benefit arising from exercise of employer
   stock options                                                                              3,155,000
Dividends on common stock ($.12 per share)                             -            -                 -         (330,000)
                                                           -------------  -----------   ---------------   --------------

Balance - December 31, 1999                                   22,889,687      228,000        17,582,000       11,644,000
Net income                                                                                                     7,999,000
Treasury share purchases
Non-cash compensation in connection with
   Restricted Stock Award Plan                                                                   40,000
Issuance of shares in connection with exercise
   of employee stock options                                      21,500        1,000            57,000                -
Tax benefit arising from exercise of employee
   stock options                                                                                 57,000
Dividends on common stock ($.04 per share)                             -            -                 -         (121,000)
                                                           -------------  -----------   ---------------   --------------

Balance - December 31, 2000                                   22,911,187  $   229,000   $    17,736,000   $   19,522,000
                                                           =============  ===========   ===============   ==============


<CAPTION>
                                                                    Treasury Stock
                                                                ----------------------
                                                                Number
                                                                  of
                                                                Shares          Amount           Total
                                                                ------          ------           -----

<S>                                                                                             <C>
Balance - January 1, 1998                                                                       10,017,000
Net income                                                                                       4,313,000
Issuance of shares in connection with
   Restricted Stock Award Plan, net of
   7,200 shares forfeited                                                                                -
Non-cash compensation in connection
   with Restricted Stock Award Plan                                                                 91,000
Issuance of shares in connection with
   exercise of employee stock options                                                               38,000
Dividends on common stock ($.12 per share)                                                        (159,000)
                                                                                            --------------

Balance - December 31, 1998                                                                     14,300,000
Net income                                                                                       4,603,000
Issuance of shares in connection with rights
   offering, net of expenses                                                                     6,929,000
Issuance of shares in connection with
   Restricted Stock Award Plan, net of
   850 shares forfeited                                                                                  -
Non-cash compensation in connection
   with Restricted Stock Award Plan                                                                 50,000
Issuance of shares in connection with
   exercise of employee stock options                                                              747,000
Tax benefit arising from exercise of employer
   stock options                                                                                 3,155,000
Dividends on common stock ($.12 per share)                                                        (330,000)
                                                                                            --------------

Balance - December 31, 1999                                                                     29,454,000
Net income                                                                                       7,999,000
Treasury share purchases                                         148,700    $     (803,000)       (803,000)
Non-cash compensation in connection with
   Restricted Stock Award Plan                                                                      40,000
Issuance of shares in connection with exercise
   of employee stock options                                                                        58,000
Tax benefit arising from exercise of employee
   stock options                                                                                    57,000
Dividends on common stock ($.04 per share)                                                        (121,000)
                                                            ------------    --------------  --------------

Balance - December 31, 2000                                      148,700    $     (803,000) $   36,684,000
                                                            ============    ==============  ==============



                See notes to consolidated financial statements.



                                      F-4

<PAGE>




Consolidated Statements of Cash Flows

                                                                                          Year Ended December 31,
                                                                             -------------------------------------------------
                                                                                   2000             1999             1998
                                                                             ---------------   ---------------  -------------
Cash flows from operating activities:
<S>                                                                          <C>               <C>              <C>
   Net income                                                                $     7,999,000   $     4,603,000  $   4,313,000
   Adjustments to reconcile net income to net cash provided by
      operating activities:
        Depreciation and amortization                                                518,000           382,000        184,000
        (Income) loss from equity investee                                           325,000          (100,000)    (1,180,000)
        Non-cash compensation                                                         40,000            50,000         91,000
        Tax benefit of exercised employee stock options                               57,000         3,155,000
        Changes in operating assets and liabilities:
           Net (increase )decrease in securities owned, at market
              value                                                               (3,618,000)        2,728,000      1,526,000
           Net change in receivable from clearing broker                           2,234,000           342,000       (457,000)
           Increase in prepaid expenses and other assets                             (89,000)         (182,000)      (491,000)
           Net decrease in securities sold, not yet
              purchased, at market value                                             (48,000)         (517,000)    (1,471,000)
           Increase (decrease) in accounts payable and accrued
              liabilities                                                          1,149,000          (747,000)        93,000
           Net change in advances to equity investee                                (263,000)         (514,000)
                                                                             ---------------   ---------------  -------------

                Net cash provided by operating activities                          8,304,000         9,200,000      2,608,000
                                                                             ---------------   ---------------  -------------

Cash flows from investing activities:
   Purchase of intangibles                                                        (2,375,000)
   Purchase of furniture, equipment and leasehold improvements                    (1,629,000)         (318,000)      (358,000)
   Distributions from affiliate                                                       54,000           998,000
   Loans to affiliate                                                                                              (4,000,000)
   Repayment of loans - affiliate                                                                                   4,000,000
                                                                             ---------------   ---------------  -------------

                Net cash (used in) provided by investing activities               (3,950,000)          680,000       (358,000)
                                                                             ---------------   ---------------  -------------

Cash flows from financing activities:
   Purchase of treasury shares                                                      (803,000)
   Issuance of shares, net of expenses                                                               6,929,000
   Proceeds from exercise of options                                                  58,000           747,000         38,000
   Dividend on common stock                                                         (121,000)         (409,000)       (80,000)
   Repayment of subordinated loan - stockholder                                                     (1,000,000)
                                                                             ---------------   ---------------  -------------

                Net cash (used in) provided by financing activities                 (866,000)        6,267,000        (42,000)
                                                                             ---------------   ---------------  -------------

Net increase in cash and cash equivalents                                          3,488,000        16,147,000      2,208,000
Cash and cash equivalents - beginning of year                                     22,882,000         6,735,000      4,527,000
                                                                             ---------------   ---------------  -------------

Cash and cash equivalents - end of year                                      $    26,370,000   $    22,882,000  $   6,735,000
                                                                             ===============   ===============  =============

Supplemental cash flow disclosures:
   Cash paid for:
      Interest                                                               $        23,000   $       155,000  $     382,000
      Income taxes                                                           $     5,812,000   $       566,000  $   3,522,000

Noncash investing and financing activities:
   Dividends declared                                                                                           $      79,000
   Tax benefit of employee stock options                                     $        57,000   $     3,155,000
   Return of secured demand note receivable and concellation of
      subordinated notes payable                                                               $     2,000,000
</TABLE>



                See notes to consolidated financial statements.


                                      F-5
<PAGE>


SIEBERT FINANCIAL CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]      Organization and basis of presentation:

       Siebert   Financial  Corp.   ("Financial"),   through  its  wholly  owned
       subsidiary,  Muriel  Siebert  & Co.,  Inc.  ("Siebert"),  engages  in the
       business  of  providing   discount   brokerage  services  for  customers,
       investment  banking  services  for  institutional   clients  and  trading
       securities  for its own  account,  and,  through  its  new  wholly  owned
       subsidiary,  Siebert Women's Financial Network, Inc. ("WFN"),  engages in
       providing  products,  services and  information  all uniquely  devoted to
       women's financial needs. All significant  intercompany accounts have been
       eliminated.  Financial,  Siebert  and WFN  collectively  are  referred to
       herein as the "Company".

       The  municipal  bond  investment  banking  business was  conducted by the
       Siebert  Brandford Shank division until July 1, 1998.  Since that date it
       is being  conducted by Siebert  Brandford  Shank & Co.,  LLC ("SBS"),  an
       investee,  which is accounted for by the equity method of accounting (see
       Note B). The equity method provides that Siebert record its share of SBS'
       earnings or losses.

       On May 28,  1999,  the  Company  consummated  a merger  with  Andrew Peck
       Associates,  Inc.  ("Peck").  Under the terms of the agreement,  Peck was
       merged with and into Siebert and the  separate  existence of Peck ceased.
       All of the common stock of Peck  outstanding  was converted  into 600,000
       shares of the Company's  common  stock.  The merger is accounted for as a
       pooling of interests. Accordingly, the Company's financial statements for
       1999 and 1998 have been restated to include the results of Peck.

       The following  information  presents certain income statement data of the
       separate companies for the periods preceding the merger:

                                 January 1, 1999
                                     Through
                                  May 28, 1999
                                    (unaudited)        1998
                                  ------------    -------------

               Revenues:
                  Company         $ 12,929,000    $  25,661,000
                  Peck               2,504,000        4,830,000
                                  ------------    -------------

                                  $ 15,433,000    $  30,491,000
                                  ============    =============

               Net income:
                  Company         $ 2,023,000     $   4,313,000
                  Peck                      0                 0
                                  ------------    -------------

                                  $ 2,023,000     $   4,313,000
                                  ===========     =============


     There  were no  transactions  between  the  Company  and Peck  prior to the
     merger.

     In several  transactions during September and October of 2000, WFN acquired
     WFN Women's Financial Network, Inc. and HerDollar.com,  Inc., respectively,
     companies  in the  development  stage which had yet to  commence  principal
     operations,   had  no  significant   revenue  and  had  assets   consisting
     principally of websites,  content and domain names with no significant book
     value,  for aggregate  consideration  of $2,375,000  including  costs.  The
     transactions  have been  accounted  for as purchases of  intangible  assets
     allocated to domain name, website and content, and a noncompete agreement.



                                      F-6

<PAGE>


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[2]  Security transactions:

     Security transactions, commissions, revenues and expenses are recorded on a
     trade date basis.

     Siebert  clears  all its  security  transactions  through  an  unaffiliated
     clearing firm on a fully  disclosed  basis.  Accordingly,  Siebert does not
     hold funds or securities  for or owe funds or securities to its  customers.
     Those  functions  are  performed  by the  clearing  firm  which  is  highly
     capitalized.

[3]  Income taxes:

     The Company  accounts for income taxes  utilizing  the asset and  liability
     approach  requiring the  recognition of deferred tax assets and liabilities
     for the expected future tax consequences of temporary  differences  between
     the basis of assets and  liabilities for financial  reporting  purposes and
     tax purposes.  Financial  files a  consolidated  federal  income tax return
     which includes Siebert and WFN.

[4]  Furniture, equipment and leasehold improvements:

     Property and  equipment is stated at cost and  depreciation  is  calculated
     using the straight-line method over the lives of the assets, generally five
     years. Leasehold improvements are amortized over the period of the lease.

[5]  Cash equivalents:

     For purposes of reporting cash flows, cash equivalents include money market
     funds.

[6]  Advertising costs:

     Advertising costs are charged to expense as incurred.

[7]  Use of estimates:

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

[8]  Earnings per share:

     Earnings  per basic  share are  calculated  by  dividing  net income by the
     weighted average outstanding shares during the period. Earnings per diluted
     share are  calculated  by dividing  net income by the basic  shares and all
     dilutive securities, which consist of options. The treasury stock method is
     used to reflect the dilutive  effect of  outstanding  options,  which,  for
     2000,  1999 and 1998  amounted to 379,797,  512,648 and 643,454  additional
     shares  respectively added to the basic weighted average outstanding shares
     of  22,886,100,   22,725,452  and  21,598,406  in  2000,   1999  and  1998,
     respectively.

[9]  Investment banking:

     Investment  banking  revenues  include  gains  and fees,  net of  syndicate
     expenses,  arising  from  underwriting  syndicates  in  which  the  Company
     participates.  Investment  banking  management  fees  are  recorded  on the
     offering date,  sales  concessions on the settlement date and  underwriting
     fees at the time the underwriting is completed and the income is reasonably
     determinable.



                                      F-7

<PAGE>


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[10] Cash equivalents - restricted:

     Cash  equivalents - restricted  represents  cash invested in a money market
     account  which is pledged as  collateral  for a secured  demand note in the
     amount of $1,200,000 executed in favor of SBS.

[11] Accounting for stock options:

     The  Company  accounts  for stock  options in  accordance  with  Accounting
     Principles  Board Opinion No. 25 ("APB Opinion 25"),  "Accounting for Stock
     Issued to Employees" using intrinsic values with appropriate disclosures in
     conformity  with the fair values  based  method of  Statement  of Financial
     Accounting Standards No. 123 (See Note G).

[12] Software development cost:

     In accordance with Statement of Position ("SOP") 98-1,  "Accounting for the
     Costs of Computer  Software  Developed or Obtained for Internal Use", costs
     related  to the  development  of  software  for  use in  operations  and in
     connection  with the Company's  internet  websites,  other than those costs
     incurred  during  the  application   development  stage,  are  expensed  as
     incurred.  Costs  incurred  during the  application  development  stage are
     capitalized and amortized using the straight-line  method over an estimated
     useful life of three  years  beginning  when the  software is ready for its
     intended use. Costs relating to the  application  development  stage during
     2000, 1999 and 1998 were not material.

[13] Intangibles:

     Purchased intangibles will principally be amortized using the straight-line
     method over the assigned useful lives, principally three years.


NOTE B - INVESTMENT IN AFFILIATE

In March 1997,  Siebert and two  individuals  (the  "Principals")  formed SBS to
succeed to the tax-exempt  underwriting  business of the Siebert Brandford Shank
division of Siebert when regulatory requirements permitted.  The agreements with
the Principals provide that profits will be shared 51% to the Principals and 49%
to Siebert. Losses incurred in the amount of approximately $631,000 through June
30,  1998  were  recouped  by  Siebert  prior to any  profit  allocation  to the
Principals.  Siebert  invested  $392,000 as its share of the members' capital of
SBS.  Through  June 30,  1998,  Siebert  operated  the  division's  business  in
accordance with the terms of the agreements with the Principals.  Effective July
1, 1998, SBS met the regulatory requirements and commenced operations.

In 1998,  the  Company  loaned an  aggregate  of  $4,000,000  to SBS,  which was
subsequently repaid, pursuant to Temporary Subordination Agreements.

In 1999, Muriel F. Siebert, the Chairwoman of the Company,  pledged a portion of
her shares of the Company's common stock to collateralize SBS's obligation under
a $5,000,000 Revolving Subordinated Loan Agreement.


                                      F-8

<PAGE>


NOTE B - INVESTMENT IN AFFILIATE  (CONTINUED)

 Summarized financial data of SBS is as follows:

<TABLE>
<CAPTION>
                                                                            2000             1999             1998
                                                                            ----             ----             ----

<S>                                                                 <C>              <C>              <C>
         Total assets                                               $    3,413,000   $    10,519,000  $    6,234,000
         Total liabilities including subordinated liabilities of
            $1,200,000, $6,200,000 and $1,200,000                        2,807,000         9,143,000       3,685,000
         Total members' capital                                            605,000         1,376,000       2,549,000
         Total revenues                                                  5,568,000         6,535,000       4,817,000
         Net (loss) income                                                (661,000)          204,000       1,750,000
</TABLE>

During 2000, 1999 and 1998, Siebert charged SBS $240,000,  $265,000 and $150,000
respectively,  for rent and general and administrative  services,  which Siebert
believes approximates the cost of furnishing such services.


NOTE C - SUBORDINATED BORROWINGS AND SECURED DEMAND NOTE RECEIVABLE

In 1999,  Siebert  returned  $2,000,000 of secured  demand notes  receivable and
$1,000,000  in  cash  in  exchange  for  the   cancellation   of  $3,000,000  of
subordinated notes payable.

The  subordinated  borrowings  were available in computing net capital under the
Securities and Exchange Commission's (the "SEC") Uniform Net Capital Rule.

Interest paid on  subordinated  borrowings was $120,000 and $160,000 in 1999 and
1998, respectively.


NOTE D - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Furniture, equipment and leasehold improvements consist of the following:


<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                            -------------------------------
                                                                                 2000            1999
                                                                            --------------  --------------

<S>                                                                         <C>             <C>
         Equipment                                                          $    2,077,000  $    1,077,000
         Leasehold improvements                                                    504,000         137,000
         Furniture and fixtures                                                    196,000          97,000
                                                                            --------------  --------------

                                                                                 2,777,000       1,311,000
         Less accumulated depreciation and amortization                            821,000         582,000
                                                                            --------------  --------------

                                                                            $    1,956,000  $      729,000
                                                                            ==============  ==============
</TABLE>


Depreciation  and  amortization  expense for the years ended  December 31, 2000,
1999 and 1998 amounted to $402,000, $264,000 and $184,000, respectively.



                                      F-9

<PAGE>

NOTE E - INCOME TAXES

Income tax expense consists of the following:

<TABLE>
<CAPTION>
                                                                                      Year Ended December 31,
                                                                          -----------------------------------------------
                                                                               2000            1999             1998
                                                                          --------------  ---------------  --------------
<S>                                                                       <C>             <C>              <C>
      Federal income tax                                                  $    4,194,000  $     2,388,000  $    2,233,000
      State and local income tax                                               1,662,000          946,000         910,000
                                                                          --------------  ---------------  --------------

      Income tax expense                                                  $    5,856,000  $     3,334,000  $    3,143,000
                                                                          ==============  ===============  ==============


A  reconciliation  between the income tax expense and income  taxes  computed by
applying  the  statutory  Federal  income tax rate to income  before taxes is as
follows:

                                                                                      Year Ended December 31,
                                                                          -----------------------------------------------
                                                                               2000            1999             1998
                                                                          --------------  ---------------  --------------
      Expected income tax provision at statutory Federal
         tax rate                                                        $     4,711,000  $     2,699,000   $     2,535,000
      State and local taxes, net of Federal tax effect                         1,145,000          635,000           718,000
      Effect of refund of prior years' local taxes, net of
         Federal and state tax effect                                                                              (110,000)
                                                                         ---------------  ---------------   ---------------

      Income tax expense                                                 $     5,856,000  $     3,334,000   $     3,143,000
                                                                         ===============  ===============   ===============
</TABLE>


There are no significant  temporary  differences which give rise to deferred tax
assets or liabilities at December 31, 2000 and 1999.

In 2000 and 1999,  the  Company  reduced  current  taxes  payable by $57,000 and
$3,155,000,  respectively,  resulting from the  deductibility  of the difference
between the exercise price of nonqualifying stock options granted by the Company
and the market value of the stock on the dates of exercise.  The tax benefit was
recorded as a credit to paid-in capital.


NOTE F - STOCKHOLDERS' EQUITY

Siebert is subject to the SEC's  Uniform Net Capital Rule (Rule  15c3-1),  which
requires the maintenance of minimum net capital.  Siebert has elected to use the
alternative method,  permitted by the rule, which requires that Siebert maintain
minimum net capital,  as defined,  equal to the greater of $250,000 or 2 percent
of aggregate debit balances arising from customer  transactions,  as defined. At
December 31, 2000 and 1999, Siebert had net capital of approximately $17,980,000
and  $15,475,000,  respectively,  as compared with net capital  requirements  of
$250,000.  Siebert claims exemption from the reserve  requirement  under Section
15c3-3(k)(2)(ii).

The principal  shareholder  waived her right to receive her portion of dividends
declared in 1998, 1999 and 2000.

On  January  15,  1999,  the  Company  completed  a  rights  offering  in  which
shareholders  received one right to purchase one share of the  Company's  common
stock at $7.50 for each share that they owned; approximately 961,000 rights were
exercised  raising  approximately  $6,900,000  after  the  payment  of  offering
expenses of approximately $270,000.



                                      F-10

<PAGE>


NOTE F - STOCKHOLDERS' EQUITY  (CONTINUED)

The 1998 Restricted Stock Award Plan (the "Award Plan"),  provides for awards of
not  more  than  60,000  shares  of  the  Company's  common  stock,  subject  to
adjustments for stock splits, stock dividends and other changes in the Company's
capitalization,  to key  employees,  to be issued either  immediately  after the
award or at a future  date.  As  provided  in the  Award  Plan  and  subject  to
restrictions,  shares  awarded may not be disposed  of by the  recipients  for a
period of one year from the date of the award.  Cash dividends on shares awarded
are held by the  Company  for the  benefit of the  recipients  and are paid upon
lapse of the restrictions.

During 1998 and 1999,  respectively,  the Company awarded  employees  38,000 and
3,400 shares under the Award Plan,  net of  forfeiture  of 7,200 and 850 shares.
The shares,  which vest one year from the dates of grant,  were valued at market
value on the dates of grant and are being  charged to expense  over the  vesting
periods. The Company recorded non-cash compensation charges of $91,000,  $50,000
and $40,000 in 1998, 1999 and 2000, respectively, relating to the shares awarded
under the Award Plan.

On May 15, 2000, the Board of Directors of the Company  authorized a buy back of
up to one million shares of common stock.  Shares will be purchased from time to
time in the open market and in private transactions.  Through December 31, 2000,
148,700 shares were purchased at an average price of $5.40.


NOTE G - OPTIONS

The  Company's  1997 Stock  Option  Plan (the  "Plan")  authorizes  the grant of
options  to  purchase  up  to an  aggregate  of  2,100,000  shares,  subject  to
adjustment  in certain  circumstances.  Both  non-qualified  options and options
intended  to qualify as  "Incentive  Stock  Options"  under  Section  422 of the
Internal Revenue Code, as amended, may be granted under the Plan. A Stock Option
Committee of the Board of Directors  administers the Plan. The committee has the
authority to determine when options are granted, the term during which an option
may be  exercised  (provided  no option  has a term  exceeding  10  years),  the
exercise price and the exercise  period.  The exercise price shall  generally be
not less  than the fair  market  value on the date of grant.  No  option  may be
granted under the Plan after December 2007.

In March 1997, the Company granted to non-employee directors options to purchase
120,000 shares of the Company's  common stock at an exercise price of $2.313 per
share. The options expire five years from the date of grant.

In May 1997, pursuant to the Plan, the Company granted options to certain of its
employees to purchase 799,000 shares of its common stock at an exercise price of
$2.313 per share.  In November 1997,  pursuant to the Plan, the Company  granted
options to an employee to purchase  40,000 shares of the Company's  common stock
at an exercise  price of $2.219 per share.  In February 1998 and November  1998,
the Company granted options to purchase 76,000 and 10,000 shares,  respectively,
of the Company's common stock at exercise prices of $2.688 and $6.625 per share,
respectively.  During 1999,  the Company  granted 34,500 options to employees to
purchase the Company's  common stock at exercise  prices  ranging from $17.81 to
$32.50.  All  employee  options  vest 20% per year for five years and expire ten
years from the date of grant.



                                      F-11

<PAGE>



NOTE G - OPTIONS  (CONTINUED)

A summary of the Company's stock option  transactions  for the three years ended
December 31, 2000 is presented below:

<TABLE>
<CAPTION>
                                                       2000                       1999                        1998
                                           -------------------------   -------------------------   ------------------------
                                                          Weighted                     Weighted                    Weighted
                                                           Average                     Average                      Average
                                                          Exercise                     Exercise                    Exercise
                                             Shares         Price         Shares        Price         Shares         Price
                                          -----------    ----------    -----------    --------     -----------     ---------
<S>                                           <C>           <C>            <C>          <C>            <C>           <C>
     Outstanding - beginning of year          521,700       $4.15          870,800      $ 2.39         925,200       $2.31
     Granted                                                                34,500      $27.33          86,000       $3.15
     Forfeited                                 (5,600)     $22.35          (63,360)     $ 2.31        (123,880)      $2.31
     Exercised                                (21,500)      $2.70         (320,240)     $ 2.31         (16,520)      $2.31
                                          -----------                  -----------                 -----------

     Outstanding - end of year                494,600       $3.93          521,700      $ 4.15         870,800       $2.39
                                          ===========                  ===========                 ===========

     Exercisable at end of year               182,250       $3.02           53,840      $ 2.69         254,560       $2.31
                                          ===========                  ===========

     Weighted average fair value
        of options granted                                                              $12.13                       $1.44


The following table  summarizes  information  related to options  outstanding at
December 31, 2000:

                                                 Options Outstanding                            Options Exercisable
                              ------------------------------------------------------     -----------------------------
                                                                            Weighted                         Weighted
                Range                             Weighted Average          Average                          Average
              Exercise            Number              Remaining             Exercise         Number          Exercise
               Prices           Outstanding       Contractual Life           Price         Exercisable        Price
               ------           -----------       ----------------           -----         -----------        -----

               $ 2.31              408,000           6.42 Years             $  2.31
<S>            <C>                  <C>              <C>                    <C>               <C>             <C>
               $ 2.69               49,100           7.08 Years             $  2.69           176,250         $2.31
               $ 6.63                8,000           7.83 Years             $  6.63             2,000         $6.63
               $17.81                9,500           8.25 Years              $17.81
               $32.50               20,000           8.33 Years              $32.50             4,000         $32.50
                              ------------                                                -----------

           $2.31 - $32.50          494,600           6.62 Years             $  3.93           182,250         $3.02
                              ============                                                ===========
</TABLE>


The fair  value of stock  options  is  estimated  at the  grant  date  using the
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions.

                                                             1999       1998
                                                             ----       ----

         Risk free interest rate                             5.11       5.55
         Expected life of options in years                      3         10
         Expected dividend yield                              .47%         2%
         Expected volatility                                   62%       40%


                                      F-12
<PAGE>


NOTE G - OPTIONS  (CONTINUED)

The Company applies APB Opinion 25 and related Interpretations in accounting for
its employee/director option grants.  Accordingly, no compensation cost has been
recognized  for its stock option  grants.  The pro forma effect of applying SFAS
No. 123 on net income for the years ended  December 31,  2000,  1999 and 1998 is
not necessarily  representative of the effects on reported net income for future
years due to, among other  things,  (1) the vesting  period of stock options and
(2) the fair value of additional stock options in future years. Had compensation
costs for the Company's  stock option grants been  determined  based on the fair
value at the grant dates for awards,  the  Company's net income and earnings per
share would have reduced to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                                                     Year Ended December 31,
                                                                          ---------------------------------------------
                                                                             2000              1999             1998
                                                                          ----------        ----------       ----------
<S>                                                                       <C>               <C>              <C>
          Net Income                                  As reported         $7,999,000        $4,603,000       $4,313,000
                                                      Pro forma           $7,750,000        $4,334,000       $4,098,000

          Net Income Per Share - Basic                As reported              $.35             $.20            $.20
                                                      Pro forma                $.34             $.19            $.19

          Net Income Per Share -Diluted               As reported              $.34             $.20            $.19
                                                      Pro forma                $.33             $.19            $.18
</TABLE>


At December 31, 2000,  1,760,340  shares of the Company's common stock have been
reserved  for future  issuance  under the Plan,  the Award Plan and for  options
granted to directors.


NOTE H - CLEARING AGREEMENT

In 1998, Siebert signed a new agreement with its clearing broker which provides,
among other things, for reduced ticket charges and execution fees. The agreement
provided  for  retroactive  effect at the new rates and  resulted in a refund of
$1,000,000 in 1998.


NOTE I - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF
         CREDIT RISK

In the normal course of business,  Siebert enters into  transactions  in various
financial  instruments  with  off-balance  sheet risk.  This risk  includes both
market and credit risk, which may be in excess of the amounts  recognized in the
statement of financial condition.

Retail customer  transactions  are cleared through  clearing  brokers on a fully
disclosed  basis.  In the event  that  customers  are  unable to  fulfill  their
contractual  obligations,  the clearing  broker may charge  Siebert for any loss
incurred in  connection  with the purchase or sale of  securities  at prevailing
market prices to satisfy customers' obligations.  Siebert regularly monitors the
activity in its customer accounts for compliance with its margin requirements.

Siebert is exposed to the risk of loss on unsettled customer transactions in the
event  customers  and other  counterparties  are unable to  fulfill  contractual
obligations.  Securities  transactions  entered  into as of  December  31,  2000
settled with no adverse effect on Siebert's financial condition.



                                      F-13
<PAGE>



NOTE J - COMMITMENTS AND CONTINGENT LIABILITIES

The Company  rents office space under  long-term  operating  leases  expiring in
various periods through 2005.  These leases call for base rent plus  escalations
for taxes and operating expenses.

Future minimum base rental payments under these operating leases are as follows:

                 Year Ending
                 December 31,                   Amount
                 ------------                   ------

                    2001                        $     732,000
                    2002                              696,000
                    2003                              351,000
                    2004                              223,000
                    2005                              223,000
                                                -------------
                                                $   2,225,000
                                                =============


Rent  expense,   including   escalations  for  operating   costs,   amounted  to
approximately  $583,000,  $376,000 and $591,000 for the years ended December 31,
2000,  1999 and 1998,  respectively.  Rent is being  charged to expense over the
entire lease term on a straight-line basis.

Siebert is party to certain claims, suits and complaints arising in the ordinary
course of business.  In the opinion of  management,  all such claims,  suits and
complaints  are  without  merit,  or  involve  amounts  which  would  not have a
significant effect on the financial position of the Company.

Siebert sponsors a defined contribution  retirement plan under Section 401(k) of
the Internal Revenue Code that covers  substantially all employees.  Participant
contributions to the plan are voluntary and are subject to certain  limitations.
Siebert may also make discretionary  contributions to the plan. No contributions
were made by Siebert in 2000, 1999 and 1998.

Siebert  executed  a  demand  note  payable  in favor  of SBS in the  amount  of
$1,200,000  collaterized by approximately  $1,300,000 of cash equivalents  which
are reported as "cash equivalents - restricted". This obligation is not included
in the Company's  statement of financial condition because it has not been drawn
down by SBS.


NOTE K - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying  amounts  reflected  in the  consolidated  statements  of financial
condition for cash, cash  equivalents,  receivable  from broker,  secured demand
notes  receivable,  accounts  payable and accrued  liabilities and  subordinated
borrowings  approximate  fair  value due to the short term  maturities  of those
instruments. Securities owned and securities sold, not yet purchased are carried
at market value,  in accordance  with industry  practice for  broker-dealers  in
securities.



                                      F-14
<PAGE>


NOTE L - SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                               2000                                                   1999
                      -----------------------------------------------------    ------------------------------------------------
                          First        Second         Third       Fourth         First        Second        Third        Fourth
                         Quarter       Quarter       Quarter      Quarter       Quarter       Quarter      Quarter      Quarter
                         -------       -------       -------      -------       -------       -------      -------      -------

<S>                   <C>            <C>           <C>          <C>           <C>           <C>          <C>          <C>
Revenues              $ 13,621,000   $ 10,598,000  $9,999,000   $10,122,000   $8,550,000    $9,255,000   $7,783,000   $10,530,000
Net income            $  3,206,000   $  1,754,000  $1,754,000   $ 1,285,000   $1,031,000    $1,369,000   $  643,000   $ 1,560,000
Earnings per share:
   Basic                  $.14          $0.08         $0.08        $0.06          $.05         $0.06        $0.03        $0.07
   Diluted                $.14          $0.08         $0.08        $0.06          $.04         $0.06        $0.03        $0.07
</TABLE>




                                      F-15




<PAGE>


                                   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:  March 28, 2001


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
          Name                                        Title                         Date
          ----                                        -----                         ----
<S>                                                                                   <C>

/s/ Muriel F. Siebert
-----------------------                                                         March 28 2001
Muriel F. Siebert                           Chair, President and Director
                                           (principal executive officer)

/s/ Nicholas P. Dermigny
-------------------------                                                       March 28, 2001
Nicholas P. Dermigny                        Executive Vice President,
                                            Chief Operating Officer and
                                            Director

/s/ Mitchell M. Cohen                                                           March 28, 2001
------------------------------------
Mitchell M. Cohen                           Chief Financial Officer
                                            and Assistant Secretary
                                            (principal financial and
                                            accounting officer)



/s/ Patricia L. Francy                                                          March 28, 2001
------------------------------------
Patricia L. Francy                          Director



/s/ Jane H. Macon                                                               March 28, 2001
------------------------------------
Jane H. Macon                               Director



/s/ Daniel Jacobson                                                             March 28, 2001
------------------------------------
Daniel Jacobson                             Director
</TABLE>



                                       20
<PAGE>



                      SIEBERT FINANICIAL CORP. & SUBSIDIARY


                                  EXHIBIT INDEX


Exhibit
Number                     Description of Exhibit
------                     ----------------------

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)


                                       21
<PAGE>


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)

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)


                                       22

<PAGE>


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)

21        Subsidiaries of the registrant  (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)

23        Consent of Independent Auditors



                                       23



<PAGE>