UNITED
  STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Form 10-K





(Mark
  One)



xANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE
  ACT OF 1934



For the Fiscal Year Ended: December 31, 2003





o
  TRANSITION REPORT
  UNDER SECTION 13 OR 15(d) 
  OF THE SECURITIESEXCHANGE
  ACT OF 1934



For
  the transition period from     _____________to __________



Commission File No.  0-5703



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Siebert Financial Corp.

(Exact name of registrant as specified in its
  charter)



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|New York                                                             |  | **11-1796714**                            
|-------------------------------------------------------------------- |  | ------------------------------------------
|(State or other jurisdiction of
      incorporation or organization) |  | (I.R.S. Employer
      Identification No.)



**885 Third Avenue, New York,
  NY                
  10022**

(Address
  of principal executive offices)        
                (Zip
  Code)



(212) 644-2400

(Registrant's telephone number, including area
  code)



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



Title of each class           Name
  of each exchange on which registered

NONE
                                       NONE



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



COMMON
  STOCK, PAR VALUE $.01 PER SHARE



(Title of class)



Indicate
  by check mark whether the registrant (1) has filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
  12 months (or for such shorter period that the registrant was required to file
  such reports), and (2) has been subject to such filing requirements for the
  past 90 days.



Yes **x**   No
        o



Indicate
  by check mark if disclosure of delinquent filers in response to Item 405 of
  Regulation S-K (ss. 229.405) is not contained herein, and will not be contained,
  to the best of registrant's knowledge, in definitive proxy or information statements
  incorporated by reference in Part III of this Form 10-K or any amendment to
  this Form 10-K. o



Indicate
  by check mark whether the registrant is an accelerated filer (as defined in
  Exchange Act Rule 12b-2). Yes o   No **x**





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The number of shares of the Registrant's outstanding Common Stock, as of March 12, 2004, was 22,224,301 shares. The aggregate market value of the Common Stock held by non-affiliates of the registrant (based upon the last sale price of the Common Stock reported on the Nasdaq Stock Market as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2003), was $11,239,684.



Documents
  Incorporated by Reference: Proxy Statement to be filed pursuant to Regulation
  14A of the Exchange Act on or before April 30, 2004, incorporated by reference
  into Part III.



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



Statements in this Annual Report on Form 10-K, as well as oral statements that may be made by the Company or by officers, directors or employees of the Company acting on the Company's behalf, that are not statements of historical or current fact constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties and known and unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future expressed or implied by such forward looking statements, including without limitation: changes in general economic and market conditions; changes and prospects for changes in interest rates; fluctuations in volume and prices of securities; demand for brokerage and investment banking services; competition within
 and without the discount brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering greater discounts on commissions than the Company; the prevalence of a flat fee environment; decline in participation in equity or municipal finance underwritings; limited trading opportunities; the method of placing trades by the Company's customers; computer and telephone system failures; the level of spending by the Company on advertising and promotion; trading errors and the possibility of losses from customer non-payment of amounts due; other increases in expenses and changes in net capital or other regulatory requirements.







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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"). Muriel Siebert, the first woman member of the New York Stock Exchange, is the Chairwoman and President and owns approximately 89.5% of the outstanding common stock, par value $.01 per share (the "Common Stock") of the Company.



The Company's principal offices are located at 885 Third Avenue, New York, New York, 10022, and its phone number is (212) 644-2400. The Company's Internet address is www.siebertnet.com. The Company's SEC filings are available through its website, where you are able to obtain copies of the Company's public filings free of charge. The Company's Common Stock trades on the Nasdaq National Market under the symbol "SIEB".



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. In addition, Siebert, Brandford, Shank & Co., LLC ("SBS"), a company in which Siebert holds a 49% ownership interest, is the largest Minority and Women's Business Enterprise ("MWBE") in the tax-exempt underwriting business in the country.



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 through 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
  its securities transactions on a fully disclosed basis through National Financial
  Services LLC ("NFS"), a wholly owned subsidiary of Fidelity Investments
  and with Pershing LLC, (formerly the Pershing Division of Donaldson, Lufkin
  and Jenrette Securities Corp.).



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. Siebert's representatives
  are available to assist customers with information via toll-free 800 service
  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.



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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 take positions against customer orders.

Siebert's listed orders are routed in a manner intended to afford its customers
  the opportunity for price improvement. Through its relationship with its clearing
  agent and multiple market centers, Siebert can execute customer orders in all
  market environments. Broker assisted trades can be directed by the customer
  to the market center of their choice.

Siebert's
  over the counter 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 Nasdaq's SelectNetTM and Reuters'
  InstinetTM 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 over the counter
  executions provide  the customers with the best possible opportunity for
  consistent price improvement. Siebert does own or have an interest with a market
  maker. Siebert does not make markets or take positions against cutomer orders.



Customers
  may also indicate online interest in buying or selling 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 licensed 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 and services via Siebertnet.com
  for all of its products and services. Customer service personnel are located
  in each of Siebert's branch offices. Siebert presently has retail offices in
  New York, New York, Jersey City, New Jersey, Boca Raton, Surfside, Palm Beach
  and Naples, Florida and Beverly Hills, California. Siebert uses a proprietary
  Customer Relationship Management System that enables representatives, no matter
  where located, to enter and view a customer's service requests via a secure
  wide area network. Siebert's telephone system permits the automatic routing
  of calls to the next available agent having the appropriate skill set at any
  of its branches.



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 NFS and Pershing, the firm's clearing agents, which
  also serve as trustees 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
  agents, 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 also may sell securities short in a margin account, subject to



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minimum
  equity and applicable margin requirements, and the availability of such securities
  to be borrowed. In permitting customers to engage in margin, short sale or any
  transaction, Siebert assumes the risk of its customers' failure to meet their
  obligations in the event of adverse changes in the market value of the securities
  positions. Both Siebert and its clearing agents reserve the right to set margin
  requirements higher than those established by the Federal Reserve Board.



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.



INFORMATION
  AND COMMUNICATIONS SYSTEMS. Siebert's operations rely heavily on information
  processing and communications systems which are provided by Siebert's clearing
  agents. The system for processing securities transactions is highly automated.
  Registered representatives utilize personal computer workstations to access
  customer account information, obtain securities prices and related information
  and enter and confirm orders through dedicated lines to Siebert's clearing agents.



Siebert
  maintains a computer network to support its customer service messaging systems,
  as well as other applications such as record keeping and direct customer access
  to marketing information. Through its clearing agents, Siebert's computers are
  linked to the major registered United States securities exchanges, the National
  Securities Clearing Corporation and The Depository Trust Company. Failure of
  Siebert's redundant private lines local area networks 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 result in Siebert
  being unable to satisfy its obligations to customers and other securities firms,
  and in such an event could result in regulatory violations. External events,
  such as an earthquake or massive power failure, loss of redundant external information
  feeds, such as security price information, as well as massive internal malfunctions,
  could render part or all of such systems inoperative.



To enhance the reliability of its systems and backup data, Siebert maintains redundancies, backup plans and recovery functions including complete backup trading facilities.



Siebert's
  communications systems include a voice system that allows calls to be answered
  by the next available licensed agent having the appropriate skill set for the
  incoming call. Data is delivered to branches via redundant cable and DSL Virtual
  Private Networks and backed up by a frame relay system. Call center software
  provides statistical reports, such as time on hold, duration of calls and the
  number of calls handled by each licensed agent. The vendor of the communications
  system monitors these systems on a twenty-four hour a day, seven day a week
  basis and can make software repairs remotely.



CURRENT DEVELOPMENTS



Siebert
  agreed to acquire certain retail discount brokerage accounts from TradeStation
  Securities, Inc. in May 2002. These accounts were transferred to Siebert in
  August 2002. Siebert agreed to acquire the retail brokerage accounts of the
  Boca Raton office of State Discount Brokers, Inc. in July 2002. These accounts
  were



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transferred
  to Siebert in October 2002. Siebert acquired certain retail discount brokerage
  accounts of Your Discount Broker Inc. in January 2003. These accounts were transferred
  to Siebert in March 2003. In February 2004, Siebert agreed to acquire certain
  retail discount brokerage accounts from Wall Street Discount Corp. These accounts
  will be transferred to Siebert in the second quarter of 2004.



The Joint Brokerage Service (JBS) for customers of Quicken and Quicken.com, inaugurated in 2002 under the Strategic Alliance Agreement (Agreement) between Siebert and Intuit Inc. (Intuit), produced results substantially below expectations. Revenues during the twelve months ended December 31, 2003 and 2002 were nominal. New accounts added since inauguration of the JBS, through 2003, were far below projections. Based on (a) reports from Intuit of costs it incurred, (b) the costs incurred by Siebert and (c) an equal sharing of costs, the charges to the operations of Siebert relating to the JBS during the twelve months ended December 31, 2003 and December 31, 2002 were approximately $1.9 million and $4.7 million, respectively, which consists of technology, marketing and content expenses of approximately $1.1 million and $2.9 million, respectively, and certain brokerage and other services expen
ses of  $772,000 and $380,000, respectively. Siebert separately incurred other start-up costs for an advisory fee of $1 million and legal fees of $392,000, which were charged to operations in 2002. Approximately $1.8 million and $1.2 million, respectively, is included in accounts payable and accrued liabilities at December 31, 2003 and 2002. The JBS was terminated in December 2003. Siebert filed a lawsuit against Intuit in New York State Supreme Court on September 17, 2003, alleging, among other things, breach of contractual obligations; breach of fiduciary duties; misrepresentation and/or fraud and containing other claims relating to the JBS. Siebert is seeking not less than $11.1 million in compensatory damages and $33.3 million in punitive damages. A motion by Intuit to stay the lawsuit and require that the dispute be submitted to arbitration was denied in January 2004.  Intuit has asked for reargument of the motion.



Pursuant
  to the fully disclosed clearing agreement (the Clearing Agreement)
  with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin &
  Jenrette Securities Corporation), (Pershing), Siebert advanced to
  Pershing $1,500,000 in January 2003, principally for software customization
  setup of the JBS. Siebert has terminated the Clearing Agreement under circumstances,
  which Siebert, based on consultation with counsel, believes require the return
  of the advance by Pershing, and may require damages payable by Pershing arising
  from Pershings failure to perform its contractual obligations. Pershing
  has expressed its belief that it is entitled to retain the advance and to receive
  a minimum of an additional $3 million for its unreimbursed costs, a termination
  fee of $500,000 and $5 million for lost revenues. Siebert believes the Pershing
  claims are without merit.  Accounts purchased by Siebert from other firms
  that cleared through Pershing are now cleared through National Financial Services,
  LLC (NFS). The JBS accounts that transferred to Siebert in December
  2003 were also converted to NFS.



THE 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. Through its investment
  in SBS, Siebert has become a more significant factor in the tax exempt underwriting
  area, and expects to enhance its government and institutional relationships,
  as well as the breadth of products that can be made available to retail clients.
  During 2003, SBS served as the lead manager of over $2.5 billion of negotiated
  municipal new issues and served as a co-manager in over $62 billion of negotiated
  municipal new issues.



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Since
  its inception, the Siebert, Brandford, Shank division and its successor SBS
  have co-managed offerings of approximately $251 billion and lead managed offerings
  of approximately $10.5 billion. Clients include the States of California, Texas,
  Washington, Ohio, Michigan and the Cities of Chicago, Detroit, Los Angeles,
  Houston, Dallas, Denver and St. Louis.



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, San Antonio, Anchorage, Miami and Dallas.



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 cost to the syndicate, 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 number of the firm's new accounts are developed directly from referrals by satisfied customers.



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. The reduced volume of trading starting in early 2001 is leading
  to consolidation in the industry in both the online and traditional brokerage
  business. Siebert believes that additional competitors such as banks, insurance
  companies,



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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 Internet and have devoted
  more resources to and have more elaborate websites 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 high quality customer
  service, responsiveness, cost and products offered, the breadth of product line
  and excellent executions.



REGULATION



The
  securities industry in the United States is subject to extensive regulation
  under both Federal and state laws. The Securities and Exchange Commission (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
  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
  50 states, the District of Columbia and Puerto Rico.



The
  principal purpose of regulation 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 it's clearing agents, has purchased from private insurers additional
  account protection in the event of liquidation up to the net asset value, as
  defined, of each account.



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Stocks,
  bonds, mutual funds and money market funds are included at net asset value for
  purposes of SIPC protection and the additional protection. Neither SIPC protection
  nor the additional protection insures against 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 by the NYSE. 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.



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 security positions held by Siebert 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 Net Capital Rule of the NYSE also provides that equity capital may not be drawn or cash dividends paid if resulting net capital would be less than 5 percent of aggregate debits.



Under applicable regulations, Siebert is required to maintain regulatory net capital of at least $250,000. At December 31, 2003 and 2002, Siebert had net capital of $15.4 million and $16.4 million, respectively. Siebert claims exemption from the reserve requirement under Section 15c3-3(k)(2)(ii).







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EMPLOYEES



As
  of March 5, 2004, the Company had approximately 98 employees, five of whom were
  corporate officers. None of the employees are represented by a union, and the
  Company believes that relations with its employees are good.



ITEM 2.  PROPERTIES



Siebert currently maintains seven 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 on the Internet or by telephone and mail.



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





|Location                                                                                                               | Approximate
        Office Area in
      Square
        Feet | Expiration
        Date of CurrentLease | RenewalTerms                                        
|---------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------------- | ----------------------------------------------------
|                                                                                                                       |                                                              |                                         |                                                     
|Corporate
        Headquarters, Retail and
        Investment Banking Office885 Third Ave.
        New York, NY  10022 | 7,828                                                        | 12/31/06                                | None                                                
|Retail
        Offices9693 Wilshire Boulevard
        Beverly Hills, CA  90212                                         | 1,000                                                        | Month
        to Month                  | 1
        year option                               
|4400
        North Federal Highway
        Boca Raton, FL  33431                                                       | 2,438                                                        | 5/31/09                                 | None                                                
|111
        Pavonia Avenue(1)Jersey City, NJ 07310                                                                     | 7,768                                                        | 6/30/05
        and 6/30/06             | 5
        year option on a 
        portion of space
|400
        Fifth Avenue  South
        Naples, FL  33940                                                             | 1,008                                                        | 4/30/05                                 | None                                                
|240A
        South County Road
        Palm Beach, FL  33480                                                           | 770                                                          | 12/31/04                                | None                                                
|9569 Harding Avenue
        Surfside, FL  33154                                                                        | 1,150                                                        | 12/31/04                                | None                                                
|                                                                                                                       |                                                              |                                         |                                                     





(1)  Certain of the Company's administrative and back office functions are performed at this location.



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







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ITEM
  3.  LEGAL PROCEEDINGS



See
  Part I-Item 1 Business-Current Developments and Part I-Item 7 Managements
  Discussion and Analysis of Financial Condition and Results of Operations
  with respect to the Companys lawsuit against Intuit Inc. which was filed
  in New York State Supreme Court, County of New York on September 17, 2003.



In
  addition, the Company is involved in various routine lawsuits of a nature deemed
  by the Company customary and incidental to its business.  In the opinion
  of management the ultimate disposition of such lawsuits will not have a material
  adverse effect on the Company's financial position or results of operations.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS



No
  matter was submitted to a vote of shareholders during the fourth quarter of
  the fiscal year ended December 31, 2003.



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PART  II



ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



The Company's common stock trades on the Nasdaq Stock Market under the symbol "SIEB". The high and low sales prices of the Company's common stock reported by Nasdaq during the following calendar quarters were:



HIGH

LOW



First Quarter - 2002

$5.55

$3.80



Second Quarter - 2002.

$4.70

$3.59



Third Quarter - 2002

$4.05

$2.38



Fourth Quarter - 2002.

$2.98

$1.77



First Quarter - 2003

$2.77

$2.18



Second Quarter - 2003.

$5.40

$2.27



Third Quarter - 2003

$5.40

$4.13



Fourth Quarter - 2003.

$4.35

$2.50



January 1, 2004 - March 5, 2004

$4.69

$3.41



On
  March 5, 2004, the closing price of the Company's common stock on the Nasdaq
  Stock Market was $4.15 per share.  There were 155 holders of record of
  the Company's common stock and had more than 2,500 beneficial owners of common
  stock on March 5, 2004.



DIVIDEND POLICY



The
  Company paid no cash dividends to its shareholders in 2003 and 2002.  Ms.
  Siebert, the majority shareholder of the Company, has waived her right to receive
  the dividends declared by the Company to date. The Board of Directors of the
  Company periodically considers whether to declare dividends. 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.





**ISSUER
  PURCHASES OF EQUITY SECURITIES**



The
  following table sets forth information regarding the Company's purchases of
  its common stock on a monthly basis during the fourth quarter of 2003:





|**Period**    | **Total 
      Number of Shares** | **Average 
      Price 
      Paid 
      Per Share** | **Total 
      Number 
      of Shares as Part 
      of Publicly Announced Plans(1)** | **Maximum 
        Number
        of 
        Shares
        That May Yet
        Be PurchasedUnder the Plan**
|------------- | --------------------------------- | ----------------------------------------------------- | -------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|October 2003  | 7,050                             | $4.19                                                 | 728,853                                                                                | 271,147                                                                                                       
|November 2003 | 6,370                             | $4.08                                                 | 735,223                                                                                | 264,777                                                                                                       
|December 2003 | 26,680                            | $3.10                                                 | 761,903                                                                                | 238,907                                                                                                       
|Total         | 40,100                            | $3.45                                                 | 761,903                                                                                | 238,907                                                                                                       



____________



(1)  
  On May 15, 2000, the Board of Directors of the Company authorized a buy back
  of up to one million shares of the Company's common stock.  Under this
  program, shares are purchased from time to time, at the Company's discretion,
  in the open market and in private transactions.



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ITEM 6.  SELECTED FINANCIAL DATA

(In thousands except share and per share data)



THE FOLLOWING SELECTED FINANCIAL INFORMATION

SHOULD BE READ IN CONJUNCTION WITH THE

COMPANY'S CONSOLIDATED FINANCIAL

STATEMENTS AND THE RELATED NOTES THERETO.



2003

2002

2001

2000

1999



Income statement data:

Total Revenues

$24,696

$24,104

$32,020

$44,341

$36,118

Net income (loss)

$123

$(1,633)

$2,488

$7,999

$4,603



Net income per share of common stock

Basic

$0.01

$(0.07)

$0.11

$0.35

$0.20

Diluted

$0.01

$(0.07)

$0.11

$0.34

$0.20



Weighted average shares outstanding (basic).

22,305,369

22,403,990

22,438,719

22,886,100

22,725,452

Weighted average shares outstanding (diluted).

22,453,538

22,403,990

22,698,934

23,265,897

23,238,100



Statement of financial condition data (at year-end):



Total assets.

$40,026

40,451

$42,129

$41,428

$32,305

Total liabilities excluding subordinated borrowings

$4,891

$4,784

$4,829

$4,744

$2,851

Subordinated borrowings to majority shareholder

$        --

$        --

$        --

$        --

$        --

Stockholders' equity.

$35,135

$35,667

$37,300

$36,684

$29,454





ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



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.



The
  economy has improved in the last nine months of 2003 to offset the weak market
  conditions in the first quarter 2003. The improvement in the last nine months
  appears to be due in part to the continued low interest rate environment, renewed interest
  in the equity markets and the end of major combat in Operation Iraqi
  Freedom after the first quarter 2003. Consequently, trading activity increased
  for the Company, as well as for the entire discount brokerage industry.



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 flat rate trading execution fees that are difficult
  for any conventional discount firm to meet. Some of these flat fee brokers,
  however, impose fees 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 while increasing volatility.



On
  May 15, 2000, the Board of Directors of the Company authorized a buy back of
  up to one million shares of the Company's common stock. Under this program,
  shares are purchased from time to time, at the Company's discretion, in the
  open market and in private transactions. Through February 29, 2004, 839,432
  shares have been purchased at an average price of $4.55 per share.



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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 the prospect of changes in interest rates, and demand for brokerage and investment banking services, all of which can affect the Company's profitability. In addition, in periods of reduced financial market activity, profitability is likely to be adversely affected because certain expenses remain relatively fixed, including salaries and related costs, portions of communications costs and occupancy expenses. Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other period.



The
  Joint Brokerage Service (JBS) for customers of Quicken and Quicken.com,
  inaugurated in 2002 under the Strategic Alliance Agreement (Agreement)
  between Siebert and Intuit Inc. (Intuit), produced results substantially
  below expectations. Revenues during the twelve months ended December 31, 2003
  and 2002 were nominal. New accounts added since inauguration of the JBS, through
  2003, were far below projections. Based on (a) reports from Intuit of costs
  it incurred, (b) the costs incurred by Siebert and (c) an equal sharing of costs,
  the charges to the operations of Siebert relating to the JBS during the twelve
  months ended December 31, 2003 and December 31, 2002 were approximately $1.9
  million and $4.7 million, respectively, which consists of technology, marketing
  and content expenses of approximately $1.1 million and $2.9 million, respectively,
  and certain brokerage and other services expenses of  $772,000 and $380,000,
  respectively. Siebert separately incurred other start-up costs for an advisory
  fee of $1 million and legal fees of $392,000, which were charged to operations
  in 2002. Approximately $1.8 million and $1.2 million, respectively, is included
  in accounts payable and accrued liabilities at December 31, 2003 and 2002. The
  JBS was terminated in December 2003. Siebert filed a lawsuit against Intuit
  in New York State Supreme Court on September 17, 2003, alleging, among other
  things, breach of contractual obligations; breach of fiduciary duties; misrepresentation
  and/or fraud and containing other claims relating to the JBS. Siebert is seeking
  not less than $11.1 million in compensatory damages and $33.3 million in punitive
  damages. A motion by Intuit to stay the lawsuit and require that the dispute
  be submitted to arbitration was denied in January 2004.  Intuit has asked
  for reargument of the motion.



Critical Accounting Policies



The
  Company generally follows accounting policies standard in the brokerage industry
  and believes that its policies  appropriately reflect its financial position
  and results of operations. Management has identified the use of "estimates"
  as its critical policy. The estimates relate primarily to revenue and expense
  items in the normal course of business as to which the Company receives no confirmations,
  invoices, or other documentation, at the time the books are closed for a period.
  The Company uses its best judgment, based on its knowledge of revenue transactions
  and expenses incurred, to estimate the amount of such revenue and expenses.
  The Company is not aware of any material differences between the estimates used
  in closing its books for the last five years and the actual amounts of revenue
  and expenses incurred when the Company subsequently receives the actual confirmations,
  invoices or other documentation. Estimates are also used in determining the
  useful lives of intangibles assets, and the fair market value of intangible
  assets. Management believes that its estimates are reasonable.



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RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003 COMPARED TO

YEAR ENDED DECEMBER 31, 2002



REVENUES.
  Total revenues for 2003 were $24.7 million, an increase of $592,000, or 2.5%,
  from 2002. Commission and fee income increased $1.1 million, or 5.6%, from the
  prior year to $20.5 million due to increased customer trading volume in the
  last nine months of 2003 to offset the weak market conditions in the first quarter
  2003. There was a lack of interest in buying stocks in the first quarter of
  2003 due to the war in Iraq. Investment banking revenues decreased $392,000,
  or 26.5%, from the prior year to $1.1 million in 2003, primarily due to weaker
  market conditions.



Income from the Company's investment in Siebert, Brandford, Shank & Co., LLC ("SBS") for 2003 was $1.9 million compared to income of $1.8 million for the prior year. This increase in profits was due in part to the increased number of municipal bond offerings managed or co-managed by SBS as interest in municipal bonds increased and SBS's share of the municipal bond underwriting market increased.



Trading profits decreased $46,000, or 5.4%, from the prior year to $804,000 primarily due to decreased trading in municipal, government and corporate bonds within the Company's proprietary and riskless trading group.



Income from interest and dividends decreased $188,000, or 29.5%, from the prior year to $450,000 primarily due to lower yields on money market funds held by the Company during 2003.



EXPENSES. Total expenses for 2003 were $24.5 million, a decrease of $2.8 million, or 10.3%, from the prior year.



Employee compensation and benefit costs decreased $459,000, or 5.0%, from the prior year to $8.7 million primarily due to a decrease in the number of employees and a decrease in discretionary bonuses offset, in part, by an increase in employee expenses of $174,000 due to Siebert's participation in the JBS with Intuit described above.



Clearing
  and floor brokerage fees increased $570,000, or 15.4%, from the prior year to
  $4.3 million due to the increased volume of trades executed.



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Advertising and promotion expense decreased $1.5 million, or 53.2%, from the prior year to $1.4 million primarily due to managements decision to spend less for advertising and promotion. Approximately $255,000 of total advertising and promotion expenses related directly to Siebert's participation in the JBS with Intuit.



Communications
  expense increased $527,000, or 22.8%, from the prior year, to $2.8 million primarily
  due to higher volume of call traffic and quotes usage by our customers and $367,000
  relating to Siebert's participation in the JBS.



Occupancy costs increased $199,000, or 21.5%, from the prior year to $1.1 million principally due to the temporary rental addition of office space in Boca Raton, Florida, previously occupied by Your Discount Broker Inc. (YDB), as well as an increase in occupancy costs of $51,000 relating to the JBS.



GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased $2.1 million, or 25.5%, from the prior year to $6.2 million primarily due to the expensing of non-recurring start-up costs for the JBS of an advisory fee of $1 million and legal fees of $392,000 in 2002 as well as a decrease in research and development costs relating to the JBS of $648,000 in 2003.



TAXES. The provision for income taxes of $70,000 for 2003 is a result of a income before taxes of $193,000 compared to net loss before income tax of $3.2 million in 2002 and a benefit for income taxes $1.6 million.



YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001



REVENUES. Total revenues for 2002 were $24.1 million, a decrease of $7.9 million, or 24.7%, from 2001. Commission and fee income decreased $5.8 million, or 23.0%, from the prior year to $19.3 million due to lower overall trading volume and lower commissions earned per trade. Lower per trade commissions were the result of smaller order sizes, reductions in fees from other related services caused by increased competition, and a reduction of per share order flow fees. Investment banking revenues decreased $644,000, or 30.3%, from the prior year to $1.5 million in 2002, primarily due to weaker market conditions.



Income from the Company's investment in SBS for 2002 was $1.8 million compared to income of $2.3 million for the prior year. This decrease in profits was due in part to the decreased number of municipal bond offerings managed or co-managed by SBS as interest in municipal bonds decreased and SBS's share of the municipal bond underwriting market decreased.



Trading profits decreased $100,000, or 10.5%, from the prior year to $850,000 primarily due to decreased trading in municipal, government and corporate bonds within the Company's proprietary and riskless trading group.



Income from interest and dividends decreased $747,000, or 54.0%, from the prior year to $638,000 primarily due to lower yields on money market funds held by the Company during 2002.



EXPENSES. Total expenses for 2002 were $27.3 million, a decrease of $361,000, or 1.3%, from the prior year.



Employee compensation and benefit costs decreased $2.2 million, or 19.0%, from the prior year to $9.2 million primarily due to a decrease in the number of employees and a decrease in discretionary bonuses offset, in part, by an increase in employee expenses of $170,000 due to Siebert's participation in the JBS with Intuit described above.



Clearing and floor brokerage fees decreased $710,000, or 16.1%, from the prior year to $3.7 million due to the decreased volume of trades executed.



Advertising and promotion expense increased $347,000, or 13.6%, from the prior year to $2.9 million. Approximately $1.6 million of total advertising and promotion expenses related directly to Siebert's participation in the JBS with Intuit.



Communications expense decreased $427,000, or 15.6%, from the prior year, to $2.3 million primarily due to lower call volumes and lower quote usage by customers, offset in part by an increase in communication expenses of $142,000 due to Siebert's participation in the JBS.



Occupancy
  costs decreased $74,000, or 7.4%, from the prior year to $924,000 principally
  due to the termination and buyout of Siebert's lease in Freemont, California
  in 2001, offset in part by an increase in occupancy costs of $21,000 due to
  Siebert's participation in the JBS.



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GENERAL AND ADMINISTRATIVE. General and administrative expenses increased $2.7 million, or 47.4%, from the prior year to $8.3 million primarily due to research and development costs of $1.4 million for the development of the JBS products and certain start-up costs of $1.4 million principally for advisory and legal expenses relating to the JBS with Intuit.



TAXES. The benefit for income taxes of $1.6 million for 2002 is a result of a loss before taxes of $3.2 million compared to net income before income tax of $4.3 million in 2001 and a provision for income taxes $1.8 million.



LIQUIDITY AND CAPITAL RESOURCES



The Company's assets are highly liquid, consisting generally of cash, money market funds and securities freely saleable in the open market. The Company's total assets at December 31, 2003 were $40 million, of which, $27.5 million, or 69%, 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, 2003, Siebert's regulatory net capital was $15.4 million, $15.1 million in excess of its minimum capital requirement of $250,000.



Pursuant
  to the fully disclosed clearing agreement (the Clearing Agreement)
  with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin &
  Jenrette Securities Corporation), (Pershing), Siebert advanced to
  Pershing $1,500,000 in January 2003, principally for software customization
  setup of the JBS. Siebert has terminated the Clearing Agreement under circumstances,
  which Siebert, based on consultation with counsel, believes require the return
  of the advance by Pershing, and may require damages payable by Pershing arising
  from Pershings failure to perform its contractual obligations. Pershing
  has expressed its belief that it is entitled to retain the advance and to receive
  a minimum of an additional $3 million for its unreimbursed costs, a termination
  fee of $500,000 and $5 million for lost revenues. Siebert believes the Pershing
  claims are without merit.  Accounts purchased by Siebert from other firms
  that cleared through Pershing are now cleared through National Financial Services,
  LLC (NFS). The JBS accounts that transferred to Siebert in December
  2003 were also converted to NFS.



The
  Company also intends to acquire additional shares of its common stock pursuant
  to its share buy back program.



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Siebert
  has entered into a Secured Demand Note Collateral Agreement with SBS under which
  it is obligated to loan to SBS up to $1.2 million pursuant to a secured promissory
  note on a subordinated basis. Amounts obligated to be loaned by Siebert under
  the facility are reflected on the Company's balance sheet as "cash equivalents
  - restricted". SBS pays Siebert interest on this amount at the rate of
  10% per annum. The facility expires on August 31, 2005, at which time SBS is
  obligated to repay to Siebert any amounts borrowed by SBS thereunder.



Below
  is a table that presents the Company's obligations and commitments at December
  31, 2003:





|**Contractual
      Obligations** |   |                           
|--------------------------------- | - | --------------------------
|**Payment Due
      By Period**  
|**Total**                         |   | **Less
      Than 1 Year**
|Operating lease obligation**s**   | $ | 2,142,000                 





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 and municipal securities on both a long and short basis. The fair
  value of all positions held by Siebert at December 31, 2003 was approximately
  $1.2 million in long positions and approximately $6,000 in short positions.
  Using a hypothetical 10% increase or decrease in prices, the potential gain
  or loss in fair value, respectively, could be approximately $120,000 and $600,
  respectively. The Company does not engage in derivative transactions, has no
  interest in any special purpose entity and has no liabilities, contingent or
  otherwise, for the debt of another entity, except for Siebert's obligation under
  its Secured Demand Note Collateral Agreement of $1.2 million executed in favor
  of SBS. SBS pays Siebert interest on this amount at the rate of 10% per annum.
  Siebert earned interest of $120,000 from SBS in each of the years that Siebert's
  commitment has been outstanding.



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.



In the normal course of its 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 Company's financial statements. Retail customer transactions are cleared through clearing brokers on a fully disclosed basis. If customers do not 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 the 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 if customers and other counterparties are unable to fulfill their contractual obligations.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



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



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE



None.





ITEM
  9A.  CONTROLS AND PROCEDURES



The
  Company carried out an evaluation,  under the supervision and with the
  participation of management, including the Companys President and Chief
  Financial Officer, of the effectiveness of the design and operation of the Company's
  disclosure controls and procedures as of the end of the period covered by this
  report pursuant to Rule 13a-15 of Securities Exchange of 1934, as amended. Based
  on that evaluation, the Company's management, including the President and Chief
  Financial Officer, concluded that the Company's disclosure controls and procedures
  are effective in timely alerting them to material information relating to the
  Company that is required to be included in the Company's periodic filings with
  the Securities and Exchange Commission.



There
  were no changes in the Company's internal controls over financial reporting
  that occurred during the Companys most recent fiscal quarter that have
  materially affected, or are reasonably likely to materially affect, the Companys
  internal controls over financial reporting.







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PART  III





ITEM
  10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



(a)    Identification of Directors



This information 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, 2004.



(b)    Identification of Executive Officers



NAME

AGE

POSITION



Muriel F. Siebert

71

Chairwoman and President



Nicholas P. Dermigny

46

Executive Vice President and



Chief
  Operating Officer



Ameen
  Esmail

46

Executive
  Vice President and



Director
  of Business Development

Joseph M. Ramos, Jr.

45

Executive Vice President and

Chief
  Financial Officer



Daniel Iesu

44

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. Ms. Siebert became the first woman member of the New York Stock Exchange on December 28, 1967 and served as the first woman Superintendent of Banks of the State of New York from 1977 to 1982. She is director of the New York State Business Council and the Boy Scouts of Greater New York. She is the founder and past president of the International Woman's Forum, a member of the State of New York Commission on Judicial Nomination and on the executive committee of the Economic Club of New York.



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



AMEEN
  ESMAIL has been Executive Vice President and Director of Business Development
  since July 3, 2003.  From 1984 to 1996, Mr. Esmail served as an Executive
  Vice President of Siebert.  From 1996 to 2003 Mr. Esmail worked as an independent
  consultant servicing the financial securities industry.  Mr. Esmail received
  an MBA from New York University's Stern's Graduate School of Business in 2000.





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JOSEPH
  M. RAMOS, JR. has been Executive Vice President, Chief Financial Officer and
  Assistant Secretary of Siebert since February 10, 2003. From May 1999 to February
  2002, Mr. Ramos served as Chief Financial Officer of A.B. Watley Group, Inc.
  From November 1996 to May 1999, Mr. Ramos served as Chief Financial Officer
  of Nikko Securities International, Inc. From September 1987 to March 1996, Mr.
  Ramos worked at Cantor Fitzgerald and held various accounting and management
  positions, the last as Chief Financial Officer of their registered broker-dealer
  based in Los Angeles. From October 1982 to September 1987, Mr. Ramos was an
  audit manager for Deloitte & Touche LLP, a public accounting firm. Mr. Ramos
  is a Certified Public Accountant licensed in the State of New York.



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





(c)
    Compliance with Section 16(a) of the Exchange Act

This
  information 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, 2004.



(d)
    Code of Ethics

The
  Company has adopted a financial code of ethics that applies to our principal
  executive officer, principal financial officer, principal accounting officer
  and all other employees of the Company performing similar functions.  This
  financial code of ethics will be posted on the Company's website.  The
  Internet address for the Companys website is http://www.siebertnet.com. 
  The Company intends to satisfy the disclosure requirement under Item 10 of Form
  8-K regarding an amendment to, or waiver from, a provision of this code of ethics
  by either filing a Form 8-K or posting such information on our website, at the
  address and location specified above, within five business days following the
  date of such amendment or waiver.



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, 2004.



ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



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, 2004.



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, 2004.







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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The information required in 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, 2004.



PART IV





ITEM 15. 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.







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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



PAGE



SIEBERT FINANCIAL CORP.



Independent
  Auditors' Report

F-1



Consolidated
  Statements of Financial Condition at December 31, 2003 and 2002

F-2



Consolidated
  Statements of Operations for each of the years in the three-year period

ended
  December 31, 2003

F-3



Consolidated    Statements of Changes in Stockholders' Equity for each of the years

in
  the three-year period ended December 31, 2003

F-4



Consolidated
  Statements of Cash Flows for each of the years in the three-year

period
  ended December 31, 2003

F-5



Notes
  to Consolidated Financial Statements

F-6



SIEBERT, BRANDFORD, SHANK & CO., LLC



Independent
  Auditors'Report

F-18



Statements
  of Financial Condition at December 31, 2003 and 2002

F-19



Statements
  of Operations for each of the years in the three-year

period
  ended December 31, 2003

F-20



Statements
  of Changes in Members' Capital for each of the years

in
  the three-year period ended December 31, 2003

F-21



Statements
  of Cash Flows for each of the years in the three-year

period
  ended December 31, 2003

F-22



Notes
  to Financial Statements

F-23







---





INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders 
  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
  (the "Company") as of December 31, 2003 and 2002, and the related
  consolidated statements of operations, changes in stockholders' equity and cash
  flows for each of the years in the three-year period ended December 31, 2003.
  These consolidated financial statements are the responsibility of the Company's
  management. Our responsibility is to express an opinion on these consolidated
  financial statements based on our audits.

We conducted our audits in accordance with 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 enumerated above
  present fairly, in all material respects, the consolidated financial position
  of Siebert Financial Corp. and its wholly owned subsidiaries as of December
  31, 2003 and 2002, 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, 2003 in conformity with accounting principles generally accepted
  in the United States of America.

Eisner LLP

New York, New York 
  February 20, 2004





F-
  1

---





SIEBERT
  FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

|                                                               |            | DECEMBER 31, | 
|-------------------------------------------------------------- | ---------- | ------------ | 
|                                                               |            |              | 
|                                                               |            | 2003         | 
|                                                               |            |              | 
|ASSETS                                                         |            |              | 
|Cash and cash
      equivalents                                | $          | 24,732,000   | 
|Cash equivalents
      - restricted                            |            | 1,300,000    | 
|Receivable from
      clearing broker                          |            | 1,487,000    | 
|Advance to clearing
      broker                               |            | 1,500,000    | 
|Securities owned,
      at market value                        |            | 1,226,000    | 
|Furniture, equipment
      and leasehold improvements, net     |            | 1,863,000    | 
|Investment in
      and advances to affiliate                  |            | 3,212,000    | 
|Prepaid expenses
      and other assets                        |            | 1,807,000    | 
|Intangibles,
      net                                         |            | 2,346,000    | 
|Deferred taxes                                                 |            | 553,000      | 
|                                                               |            |              | 
|                                                               | $          | 40,026,000   | 
|                                                               |            |              | 
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                     |            |              | 
|Liabilities:                                                   |            |              | 
|Securities
      sold, not yet purchased, at market value      | $          | 6,000        | 
|Accounts
      payable and accrued liabilities                 |            | 4,885,000    | 
|                                                               |            |              | 
|                                                               |            | 4,891,000    | 
|                                                               |            |              | 
|Commitments
      and contingent liabilities                   |            |              | 
|                                                               |            |              | 
|Stockholders'
      equity: Common stock, $.01 par value;      |            |              | 
|49,000,000
      shares authorized, 22,983,917 shares          |            |              | 
|issued
      and 22,222,014 outstanding at December 31, 2003   |            |              | 
|and
      22,968,167 shares issued and 22,395,767 shares       |            |              | 
|outstanding
      at December 31, 2002                         |            | 229,000      | 
|Additional paid-in
      capital                               | 17,931,000 |              | 
|Retained earnings                                              | 20,500,000 |              | 
|Less: 761,903
      at December 31, 2003 and 572,400 shares of |            |              | 
|treasury stock,
      at December 31, 2002, at cost            | (3,525,000 | )            | 
|                                                               |            |              | 
|                                                               |            |              | 
|                                                               | 35,135,000 |              | 
|                                                               |            |              | 
|                                                               | $          | 40,026,000   | 
|                                                               |            |              | 

See notes to consolidated financial
  statements.

F-2



---





CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                |  |            |         | YEAR ENDED DECEMBER
        31, |           
|--------------------------------------------------------------- |  | ---------- | ------- | ------------------------------- | ----------
|                                                                |  |            | 2003    |                                 |           
|Revenue:                                                        |  |            |         |                                 |           
|Commissions and fees                                            |  |            | $       | 20,456,000                      |           
|Investment banking                                              |  | 1,086,000  |         |                                 | 1,478,000 
|Trading profits                                                 |  |            | 804,000 |                                 |           
|Income from equity investee                                     |  | 1,900,000  |         |                                 | 1,772,000 
|Interest and dividends                                          |  |            | 450,000 |                                 |           
|                                                                |  |            |         |                                 |           
|                                                                |  |            |         | 24,696,000                      |           
|                                                                |  |            |         |                                 |           
|Expenses:                                                       |  |            |         |                                 |           
|Employee compensation and
      benefits                        |  | 8,722,000  |         |                                 | 9,181,000 
|Clearing fees, including
      floor brokerage                  |  | 4,271,000  |         |                                 | 3,701,000 
|Advertising and promotion                                       |  | 1,358,000  |         |                                 | 2,900,000 
|Communications                                                  |  | 2,838,000  |         |                                 | 2,311,000 
|Occupancy                                                       |  | 1,123,000  |         |                                 | 924,000   
|Interest                                                        |  |            | 1,000   |                                 |           
|Other general and administrative                                |  | 6,190,000  |         |                                 | 8,304,000 
|                                                                |  |            |         |                                 |           
|                                                                |  | 24,503,000 |         |                                 | 27,322,000
|                                                                |  |            |         |                                 |           
|Income (loss) before provision
      (benefit) for income taxes |  |            | 193,000 |                                 |           
|Provision (benefit) for income
      taxes                      |  |            | 70,000  |                                 |           
|                                                                |  |            |         |                                 |           
|Net income (loss)                                               |  |            | $       | 123,000                         |           
|                                                                |  |            |         |                                 |           
|Net income (loss) per share
      of common stock - basic       |  |            | $       | 0.01                            |           
|Net income (loss) per share
      of common stock - diluted     |  |            | $       | 0.01                            |           
|                                                                |  |            |         |                                 |           
|Weighted average shares outstanding
      - basic               |  | 22,305,369 |         |                                 | 22,403,990
|Weighted average shares outstanding
      - diluted             |  | 22,453,538 |         |                                 | 22,403,990

See notes to consolidated financial
  statements.

F-3



---





CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
  EQUITY

|                                                    |  | COMMON STOCK  
|--------------------------------------------------- |  | --------------
|                                                    |  |               
|                                                    |  |               
|                                                    |  | NUMBEROFSHARES
|                                                    |  |               
|                                                    |  |               
|                                                    |  |               
|                                                    |  |               
|BALANCE - JANUARY 1, 2001                           |  | 22,911,187    
|Net income                                          |  |               
|Treasury share purchases                            |  |               
|Issuance of shares in connection
      with         |  |               
|exercise of employee stock
      options            |  | 20,860        
|Tax benefit arising from
      exercise of employee |  |               
|stock options                                       |  |               
|BALANCE - DECEMBER 31, 2001                         |  | 22,932,047    
|Net loss                                            |  |               
|Treasury share purchases                            |  |               
|Issuance of shares in connection
      with         |  |               
|exercise of employee stock
      options            |  | 36,120        
|BALANCE - DECEMBER 31, 2002                         |  | 22,968,167    
|Net income                                          |  |               
|Treasury share purchases                            |  |               
|Issuance of shares in connection
      with         |  |               
|exercise of employee stock
      options            |  | 15,750        
|Tax benefit arising from
      exercise of employee |  |               
|Stock options                                       |  |               
|                                                    |  |               
|BALANCE - DECEMBER 31, 2003                         |  | 22,983,917    
|                                                    |  |               

(Table Continued)

|                                                                                                                                  | TREASURY STOCK | 
|--------------------------------------------------------------------------------------------------------------------------------- | -------------- | 
|                                                                                                                                  |                | 
|                                                                                                                                  | NUMBER         | 
|                                                                                                                                  | OF             | 
|                                                                                                                                  | SHARES         | 
|                                                                                                                                  |                | 
|BALANCE - JANUARY 1, 2001                                                                                                         | 148,700        | 
|Net income                                                                                                                        |                | 
|Treasury share purchases                                                                                                          | 394,100        | 
|Non-cash
      compensation inconnection with 
      Issuance of shares inconnection with exercise
      ofemployee stock options |               
|                                                                                                                                  |                | 
|Tax benefit arising from exercise of                                                                                              |                | 
|employee stock options                                                                                                            |                | 
|                                                                                                                                  |                | 
|BALANCE - DECEMBER 31, 2001                                                                                                       | 542,800        | 
|Net loss                                                                                                                          |                | 
|Treasury share purchases                                                                                                          | 29,600         | 
|Issuance of shares in connection with                                                                                             |                | 
|exercise of employee stock options                                                                                                |                | 
|                                                                                                                                  |                | 
|BALANCE - DECEMBER 31, 2002                                                                                                       | 572,400        | 
|Net income                                                                                                                        |                | 
|Treasury share purchases                                                                                                          | 189,503        | 
|Issuance of shares in connection with                                                                                             |                | 
|exercise of employee stock options                                                                                                |                | 
|Tax benefit arising from exercise of                                                                                              |                | 
|employee stock options                                                                                                            |                | 
|                                                                                                                                  |                | 
|                                                                                                                                  |                | 
|BALANCE - DECEMBER 31, 2003                                                                                                       | 761,903        | 
|                                                                                                                                  |                | 



See notes to consolidated financial
  statements.



F-4



---



CONSOLIDATED
  STATEMENTS OF CASH FLOWSYEAR ENDED DECEMBER 31,

|                                                                                                                    |           | 2003       |            | 2002       |            | 2001      |          |            |           
|------------------------------------------------------------------------------------------------------------------- | --------- | ---------- | ---------- | ---------- | ---------- | --------- | -------- | ---------- | ----------
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                               |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Net income (loss)                                                                                                   |           | $          | 123,000    |            |            |           | $        | (1,633,000 | )         
|Adjustments
        to reconcile net income (loss) to net cash provided by (used in) 
        operating activities: |           |            |            |            |            |           |          |            |           
|                                                                                                                    | 1,778,000 |            |            | 1,718,000  |            | 1,366,000 |          |            |           
|Depreciation and amortization                                                                                       |           |            |            |            |            |           |          |            |           
|Income from equity investee                                                                                         |           |            | (1,900,000 | )          |            |           |          | (1,772,000 | )         
|Tax benefit of exercised employee stock
      options                                                               |           | 15,000     |            |            |            |           | 14,000   |            |           
|Deferred taxes                                                                                                      |           | 293,000    |            |            | (1,335,000 | )         |          | (303,000   | )         
|Changes in:                                                                                                         |           |            |            |            |            |           |          |            |           
|Securities owned,
      at market value                                                                             |           |            | 3,999,000  |            |            |           |          | 854,000    |           
|Receivable from
      clearing broker                                                                               |           |            | (387,000   | )          |            |           |          | 472,000    |           
|Prepaid
      expenses and other assets                                                                             |           | 9,000      |            |            |            |           | (963,000 | )          |           
|Securities sold,
      not yet purchased, at market value                                                           |           | 6,000      |            |            | (4,000     | )         | 2,000    |            |           
|Accounts payable
      and accrued liabilities                                                                      |           | 101,000    |            |            | 448,000    |           |          | 384,000    |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Net
      cash provided by (used in) operating activities                                                           | 4,037,000 |            | (2,215,000 | )          |            | 908,000   |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                               |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Purchase of intangibles                                                                                             |           | (1,150,000 | )          |            | (1,045,000 | )         |          |            |           
|Return of deposit on equipment                                                                                      |           |            |            | 241,000    |            |           |          |            |           
|Advance to clearing broker                                                                                          |           | (1,500,000 | )          |            |            |           |          |            |           
|Purchase of furniture, equipment and
      leasehold improvements                                                   |           | (160,000   | )          |            | (1,638,000 | )         |          | (331,000   | )         
|(Payment) collection of advances made
      to equity investee                                                      |           |            |            | (7,000     | )          |           |          | 43,000     |           
|Distribution from equity investee                                                                                   |           | 1,443,000  |            |            | 1,683,000  |           |          | 609,000    |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Net cash (used in) provided by investing
      activities                                                           |           | (1,133,000 | )          |            | (957,000   | )         |          | 278,000    |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                               |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Purchase of treasury shares                                                                                         |           | (706,000   | )          |            |            | (84,000   | )        |            | (1,932,000
|Proceeds from exercise of options                                                                                   |           |            |            | 36,000     |            |           |          | 84,000     |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Net cash used in financing activities                                                                               |           | (670,000   | )          |            |            |           | 0        |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Net increase (decrease) in cash and cash
      equivalents                                                          |           | 2,234,000  |            |            | (3,172,000 | )         |          | (700,000   | )         
|Cash and cash equivalents - beginning
      of year                                                                 |           | 22,498,000 |            |            | 25,670,000 |           |          | 26,370,000 |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Cash and cash equivalents - end of year                                                                             |           |            | $          | 24,732,000 |            |           |          | $          | 22,498,000
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                                                                 |           |            |            |            |            |           |          |            |           
|Cash paid for:                                                                                                      |           |            |            |            |            |           |          |            |           
|Interest                                                                                                            |           |            | $          | 1,000      |            |           |          | $          | 1,000     
|Income taxes                                                                                                        |           | $          | 61,000     |            |            |           | $        | 279,000    |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|NONCASH INVESTING AND FINANCING ACTIVITIES:                                                                         |           |            |            |            |            |           |          |            |           
|                                                                                                                    |           |            |            |            |            |           |          |            |           
|Tax benefit of employee stock options                                                                               |           |            | $          | 15,000     |            |           |          |            |           



See notes to consolidated financial
  statements.



F-5





---





SIEBERT FINANCIAL CORP. AND SUBSIDIARIESNOTES 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 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 and transactions have been eliminated. Financial, Siebert and WFN collectively
  are referred to herein as the "Company".

The municipal bond investment banking business is
  being conducted by Siebert Brandford Shank & Co., LLC ("SBS"), an investee,
  which is accounted for by the equity method of accounting (see Note C). The
  equity method provides that Siebert record its share of SBS's earnings or losses.

[2] SECURITIES TRANSACTIONS:

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

Siebert cleared all its security transactions through
  two unaffiliated clearing firms 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 firms, which are highly capitalized.
  Marketable securities are valued at market value.

[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 shorter of the estimated
  useful life 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.





F-
  6

---







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

[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 revenue
  and expenses during the reporting period. Actual results could differ from those
  estimates.

[8] EARNINGS PER SHARE:

Basic earnings (loss) per share is calculated by
  dividing net income (loss) by the weighted average outstanding shares during
  the period. Diluted earnings (loss) per share is calculated by dividing net
  income (loss) by the number of shares outstanding under the basic calculation
  and adding all dilutive securities, which consist of options. The treasury stock
  method is used to reflect the dilutive effect of outstanding options, which,
  for 2003 and 2001 amounted to 148,169 and 260,215 additional shares, respectively,
  added to the basic weighted average outstanding shares of 22,305,369 and 22,438,719
  in 2003 and 2001, respectively. The Company recognized a net loss for the year
  ended December 31, 2002. Accordingly, basic and diluted loss per common share
  are the same as the effect of dilutive securities would be anti-dilutive to
  loss per share. Potentially dilutive securities consisting of outstanding options
  at December 31, 2003, 2002 and 2001 amounted to 1,802,930, 1,855,260 and 375,500,
  respectively.

[9] INVESTMENT BANKING:

Investment banking revenue includes 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.

[10] CASH EQUIVALENTS - RESTRICTED:

Cash equivalents - restricted represents $1,300,000
  of cash invested in a money market account which Siebert is obligated to lend
  to SBS on a subordinated basis.

Any outstanding amounts under the note bear interest
  at 10% per annum and are repayable on August 31, 2005.





F-7

---







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

[11] STOCK-BASED COMPENSATION:

Statement of Financial Accounting Standards ("SFAS")
  No. 123, Accounting for Stock-Based Compensation ("SFAS 123") as amended by
  SFAS No. 148, (Accounting for Stock-Based Compensation  Transition and
  Disclosure an amendment to SFAS 123), allows the fair value of stock-based compensation
  to be included in expense over the period earned; alternatively, if the fair
  value of stock-based compensation awards are not included in expense, SFAS 123
  requires disclosure of net income (loss), on a pro forma basis, as if expense
  treatment had been applied. As permitted by SFAS 123, the Company continues
  to account for such compensation under Accounting Principles Board Opinion No.
  25 ("APB 25"), Accounting for Stock Issued to Employees, and related interpretations,
  pursuant to which no compensation cost was recognized in connection with the
  issuance of stock options, as all options granted under the 1997 Stock Option
  Plan had an exercise price equal to or greater than the fair value of the underlying
  common stock on the date of grant. Had the Company elected to recognize compensation
  expense for the stock option plan, consistent with the method prescribed by
  SFAS 123, the Company's net income (loss) and income (loss) per share for the
  years ended December 31, 2003, 2002 and 2001 would have decreased (increased)
  to the pro forma amounts as follows:





[12]   START-UP COSTS:



Start-up
  costs consist principally of advisory and legal fees and costs relating to the
  development and marketing of a joint brokerage service with Intuit, Inc. (the
  "JBS"). In accordance with the American Institute of Certified Public
  Accountants' Statement of Position ("SOP") 98-5, start-up costs were
  expensed as incurred. In 2002 Siebert separately incurred other start-up costs
  for an advisory fee of $1,000,000 and legal fees of $392,000.



F-8

---







[13]   INTANGIBLES:



Purchased intangibles are principally being amortized using the straight-line method over an estimated useful life of three to five years.



[14]   VALUATION OF LONG-LIVED ASSETS:



The Company evaluates the recoverability of its long-lived assets and requires the recognition of impairment of long-lived assets in the event the net book value of these assets exceeds the estimated future undiscounted cash flows attributable to these assets. The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances have made recovery of the assets' carrying value unlikely. Should impairment exist, the impairment loss would be measured based on the excess of the carrying value of the assets over the assets' fair value.











F-
  9

---





NOTE B - STRATEGIC ALLIANCE AGREEMENT AND CLEARING ARRANGEMENT



The
  Joint Brokerage Service (JBS) for customers of Quicken and Quicken.com,
  inaugurated in 2002 under the Strategic Alliance Agreement (Agreement)
  between Siebert and Intuit Inc. (Intuit), produced results substantially
  below expectations. Revenues during the twelve months ended December 31, 2003
  and 2002 were nominal. New accounts added since inauguration of the JBS, through
  2003, were far below projections. Based on (a) reports from Intuit of costs
  it incurred, (b) the costs incurred by Siebert and (c) an equal sharing of costs,
  the charges to the operations of Siebert relating to the JBS during the twelve
  months ended December 31, 2003 and December 31, 2002 were approximately $1.9
  million and $4.7 million, respectively, which consists of technology, marketing
  and content expenses of approximately $1.1 million and $2.9 million, respectively,
  and certain brokerage and other services expenses of  $772,000 and $380,000,
  respectively. Siebert separately incurred other start-up costs for an advisory
  fee of $1 million and legal fees of $392,000, which were charged to operations
  in 2002. Approximately $1.8 million and $1.2 million, respectively, is included
  in accounts payable and accrued liabilities at December 31, 2003 and 2002. The
  JBS was terminated in December 2003. Siebert filed a lawsuit against Intuit
  in New York State Supreme Court on September 17, 2003, alleging, among other
  things, breach of contractual obligations; breach of fiduciary duties; misrepresentation
  and/or fraud and containing other claims relating to the JBS. Siebert is seeking
  not less than $11.1 million in compensatory damages and $33.3 million in punitive
  damages. A motion by Intuit to stay the lawsuit and require that the dispute
  be submitted to arbitration was denied in January 2004.  Intuit has asked
  for reargument of the motion.



Pursuant
  to the fully disclosed clearing agreement (the Clearing Agreement)
  with Pershing LLC (formerly the Pershing division of Donaldson, Lufkin &
  Jenrette Securities Corporation), (Pershing), Siebert advanced to
  Pershing $1,500,000 in January 2003, principally for software customization
  setup of the JBS. Siebert has terminated the Clearing Agreement under circumstances
  which Siebert, based on consultation with counsel, believes require the return
  of the advance by Pershing, and may require damages payable by Pershing arising
  from Pershings failure to perform its contractual obligations. Pershing
  has expressed its belief that it is entitled to retain the advance and to receive
  a minimum of an additional $3 million for its unreimbursed costs, a termination
  fee of $500,000 and $5 million for lost revenues. Siebert believes the Pershing
  claims are without merit.  Accounts purchased by Siebert from other firms
  that cleared through Pershing are now cleared through National Financial Services,
  Inc., (NFS). The JBS accounts that transferred to Siebert in December
  2003 were also converted to NFS.



NOTE C - 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. The agreements with the Principals provide that profits
  will be shared 51% to the Principals and 49% to Siebert. Siebert invested $392,000
  as its share of the members' capital of SBS. SBS commenced operations on July
  1, 1998.





F-
  10

---









NOTE C - INVESTMENT IN AFFILIATE (CONTINUED)







The
  amounts above are unconsolidated and recorded gross.



During
  each of 2003, 2002 and 2001 Siebert charged SBS $240,000 for rent and general
  and administrative services, which Siebert believes approximates the cost of
  furnishing such services.



Siebert's share of undistributed earnings from SBS amounts to $2,775,000 and $2,323,000 at December 31, 2003 and 2002, respectively. Such amounts may not be immediately available for distribution to Siebert for various reasons including the amount of SBS's available cash, the provisions of the agreement between Siebert and the principals and SBS's continued compliance with its regulatory net capital requirements.



NOTE D - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET



Furniture, equipment and leasehold improvements consist of the following:









Depreciation and amortization expense for the years ended December 31, 2003, 2002 and 2001 amounted to $672,000, $725,000 and $584,000, respectively.



NOTE
  E - INTANGIBLE ASSETS, NET



In
  several transactions during September and October of 2000, WFN acquired the
  stock of WFN Women's Financial Network, Inc. ("WFN") and HerDollar.com,
  Inc., respectively, companies in the develpment stage which had yet to commence
  principal operations, had no significant revenue and had assets consisting principally
  of websites, content and domain names, for aggreagate consideration of $2,310,000
  including costs. The transactions have been accounted for as purchases of assets
  consisting of domain name, website and content, and a non-compete agreement
  (the "Acquired Intangible Assets").  Related deferred tax assets
  attributable to meet operating loss carryforwards of the acquired companies
  and deferred tax liabilities attributable to the excess of the statement bases
  of the acquired companies and deferred tax liabilities attributable to the excess
  of the statement bases of the acquired assets over their tax bases have been
  reflected in the accompanying consolidated financial statements an adjustment
  to the carrying amount of such intagnibles (see Note F).





During
  2002, Siebert purchased certain retail discount brokerage accounts in two separate
  transactions for an aggregate cost of approximately $1,045,000.



In January 2003, Siebert acquired certain retail discount brokerage accounts from Your Discount Broker, Inc. (YDB) for $1.1 million. These accounts were transferred to Siebert in March 2003.









F-
  11

---



NOTE E - INTANGIBLE ASSETS, NET (CONTINUED)









---







NOTE F - INCOME TAXES (CONTINUED)



A reconciliation between the income tax provision (benefit) and income taxes computed by applying the statutory Federal income tax rate to income (loss) before taxes is as follows:







Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the tax treatments of such amounts. The principal items giving rise to deferred tax assets (liabilities) are as follows:







Management believes that it is more likely than not that the deferred tax asset will be realized, and therefore no valuation allowance has been provided.



Net
  operating loss carryforwards of $1,722,000, which include net operating loss
  carryforwards of WFN of $1,140,000, expire through 2023. Utilization of the
  net operating loss carryforward relating to WFN is subject to annual limitations
  under Section 382 of the Internal Revenue Code. During 2002 and 2001, the Company
  realized a tax benefit of $61,000 and $26,000, respectively relating to utilization
  ofWFN's net operating loss carryforwards.



In 2003 and 2001, the Company reduced current taxes payable by $15,000 and $14,000, 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 G - 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. (The Net Capital Rule of the New York Stock Exchange also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of aggregate debits.) At December 31, 2003 and 2002, Siebert had net capital of approximately $15,362,000 and $16,448,000, respectively, as compared with net capital requirements of $250,000. Siebert claims exemption from the reserve requirement under Section 15c3-3(k)(2)(ii).







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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, the Company awarded an aggregate of 41,400
  shares, net of forfeitures of 8,050 shares, under the Award Plan. The shares
  which vest one year from the date of grant, were valued at market value on the
  date of grant and are being charged to expense over the vesting periods.



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, 2003, 761,903 shares were purchased at an average price of $4.63.



NOTE H - OPTIONS



The Company's 1997 Stock Option Plan, as amended, (the "Plan") authorizes the grant of options to purchase up to an aggregate of 4,200,000 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. Generally, employee options vest 20% per year for five years and expire ten years from the date of
 grant.



A
  summary of the Company's stock option transaction for the three years ended
  December 31, 2003 is presented below:



F- 14



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NOTE H - OPTIONS (CONTINUED)



The
  following table summarizes information related to options outstanding at December
  31, 2003:















At December 31, 2003, approximately 2,046,080 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 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, 2003 settled with no adverse effect on Siebert's financial condition.



NOTE
  J - COMMITMENTS AND CONTINGENT LIABILITIES



The
  Company rents office space under long-term operatiing leases expiring in various
  periods through 2009.  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:











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  15

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Rent
  expense, including escalations for operating costs, amounted to approximately
  $1,041,000, $844,000 and $905,000 for the years ended December 31, 2003, 2002
  and 2001, respectively. Rent is being charged to expense over the entire lease
  term on a straight-line basis.



In
  addition to the Pershing LLC dispute discussed in Note B, 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 or results of operations of the Company. The Company believes that
  adequate provisions have been made for such matters.



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 2003, 2002 and 2001.



Siebert is party to a Secured Demand Note Collateral Agreement with SBS which obligates Siebert to lend SBS, on a subordinated basis, up to $1,200,000. Amounts that Siebert is obligated to lend under this arrangement are reported as "cash equivalents - restricted", currently in the amount of $1,300,000. This obligation is not included in the Company's statement of financial condition because it has not been drawn down upon 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, accounts payable and accrued
  liabilities 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.



NOTE
  L - SUBSEQUENT EVENT



In
  Februrary 2004, Siebert agreed to acquire certain retail brokerage accounts
  from Wall Street Discount Corp.  These accounts will be transferred to
  Siebert in the second quarter of 2004.







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  16

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  17

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INDEPENDENT
  AUDITORS' REPORT



Board of Managers

Siebert,
  Brandford, Shank & Co., L.L.C. 
  New York, New York



We have audited the accompanying statements of financial condition of Siebert, Brandford, Shank & Co., L.L.C. as of December 31, 2003 and 2002 and the related statements of operations, changes in members' capital, and cash flows for each of the years in the three-year period ended December 31, 2003. 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 enumerated above present fairly, in all material respects, the financial position of Siebert, Brandford, Shank & Co., L.L.C. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.



Eisner LLP



New York, New York

February 3, 2004





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  18

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  19

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  20

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F-21





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SIEBERT,
  BRANDFORD, SHANK & CO., L.L.C.

NOTES
  TO FINANCIAL STATEMENTS

DECEMBER
  31, 2003





NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



[1]  ORGANIZATION AND BASIS OF PRESENTATION:



Siebert, Brandford, Shank & Co., L.L.C. ("SBS" or the "Company") was formed on March 10, 1997 to engage in the business of tax-exempt underwriting and related trading activities. The Company qualifies as a Minority and Women's Business Enterprise in certain states.



The Company was formed to succeed the tax-exempt underwriting activities business of the Siebert, Brandford, Shank Division of Muriel Siebert & Co., Inc. ("Siebert"), and commenced operations on July 1, 1998. Two individuals (the "Principals") and Siebert are the equity members of the Company. The business arrangement provides that profits will be shared 51% to the Principals and 49% to Siebert.



[2]  SECURITIES TRANSACTIONS:



Securities transactions, commissions, revenues and expenses are recorded on a trade date basis. Securities owned are valued at market value.



Dividends are recorded on the ex-dividend date, and interest income is recognized on an accrual basis.



[3]  INVESTMENT BANKING:



Investment banking revenues include gains and fees, net of syndicate expenses, arising primarily from municipal bond offerings in which the Company acts as an underwriter or agent. Investment banking management fees are recorded on offering date, sales concessions on settlement date, and underwriting fees at the time the underwriting is completed and the income is reasonably determinable.



[4]  FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET:



Furniture 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]  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.



[7]  INCOME TAXES:



The Company is not subject to federal income taxes. Instead, the members are required to include in their income tax returns their respective share of the Company's income. The Company is subject to tax in certain state and local jurisdictions.







F-
  23



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SIEBERT,
  BRANDFORD, SHANK & CO., L.L.C.

NOTES
  TO FINANCIAL STATEMENTS

DECEMBER
  31, 2003





NOTE B - SUBORDINATED BORROWINGS AND SECURED DEMAND NOTE RECEIVABLE



The subordinated debt at December 31, 2003 and 2002 consist of a Secured Demand Note Collateral Agreement, as amended, payable to Siebert, in the amount of $1,200,000, bearing interest at 10% and due August 31, 2005. Interest expense paid to Siebert for each of 2003, 2002 and 2001 amounts to $120,000.



The subordinated borrowings are available in computing net capital under the Securities and Exchange Commission's (the "SEC") Uniform Net Capital Rule. To the extent that such borrowing is required for the Company's continued compliance with minimum net capital requirements, it may not be repaid.



The secured demand note receivable of $1,200,000 is collateralized by cash equivalents of Siebert of approximately $1,300,000 at December 31, 2003. Interest earned on the collateral amounted to approximately $18,000, $31,000 and $69,000 in 2003, 2002 and 2001, respectively.



NOTE C - FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET







NOTE D - NET CAPITAL



The Company is subject to the SEC's Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2003 and 2002, the Company had net capital of $7,083,000 and $6,288,000, respectively, which was $6,915,000 and $6,158,000, respectively, in excess of its required net capital, and its ratio of aggregate indebtedness to net capital was .35 to 1 and .31 to 1, respectively. The Company claims exemption from the reserve requirements under Section 15c-3-3(k)(2)(ii).







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  24

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NOTE E - COMMITMENTS AND CONTINGENCY



The Company rents office space under long-term operating leases expiring through 2005. These leases call for base rent plus escalations for taxes and operating expenses. Future minimum base rent under these operating leases are as follows:











Rent expense including taxes and operating expenses for 2003, 2002 and 2001 amounted to $504,524, $440,804 and $433,491, respectively.



NOTE F - OTHER



During each of 2003, 2002 and 2001, the Company was charged $240,000 by Siebert for rent and general and administrative services.





NOTE
  G - SUBSEQUENT EVENT (UNAUDITED)





Subsequent
  to December 31, 2003, the Company distributed $800,000 to its members.









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  25

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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 30, 2004



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.



Name

Title

Date



/s/ MURIEL F. SIEBERT

Chair, President and Director

March 30, 2004

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

(principal executive officer)

Muriel F. Siebert



/s/ NICHOLAS P. DERMIGNY

Executive Vice President,

March 30, 2004

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

Chief Operating Officer and

Nicholas P. Dermigny

Director



/s/ JOSEPH M. RAMOS, JR.

Chief Financial Officer

March 30, 2004

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

and Assistant Secretary

Joseph
  M. Ramos, Jr.

(principal financial and

accounting officer)



/s/ PATRICIA L. FRANCY

Director

March 30, 2004

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

Patricia L. Francy



/s/ LEONARD M. LEIMAN

Director

March 30, 2004

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

Leonard M. Leiman

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

/s/ JANE H. MACON

Director

March 30, 2004

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

Jane H. Macon



/s/ ROBERT P. Mazzarella

Director

March 30, 2004

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

Robert P. Mazzarella



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

/s/ NANCY S. PETERSON

Director

March 30, 2004

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

Nancy S. Peterson









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| | EXHIBIT INDEX
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| |              
| | EXHIBIT NO.  
| | 2.1          
| | 2.2          
| | 2.3          
| | 2.4          
| | 3.1          
| | 3.2          
| | 10.1         
| | 10.2         
| | 10.4         
| | 10.5         
| | 10.6         
| | 10.7         
| | 10.8         
| | 10.9         
| | 10.10        
| | 10.11        
| | 10.12        
| | 21           
| | 23           
| | 31.1         
| | 31.2         
| | 32.1         
| | 32.1