U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A1

(Mark One)

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

                   For the fiscal year ended DECEMBER 31, 1997

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

        For the transition period from                to
                                      ----------------   -----------------------

        Commission file number    0-5703
                              --------------------------------------------------

                             SIEBERT FINANCIAL CORP.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                  NEW YORK                              11-1796714
--------------------------------------------------------------------------------
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                  Identification No.)

   885 THIRD AVENUE, NEW YORK, NEW YORK                    10022
--------------------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code    (212) 644 - 2400
                                              ----------------------------------

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

    Title of each class              Name of each exchange on which registered

           NONE                                     NONE
----------------------------       --------------------------------------------

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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------------------------------------------------
                                (Title of class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year. $25,867,283
                                                                 ---------------

As of April 27,  1998,  the  aggregate  market value of the voting stock held by
non-affiliates  of the  registrant  was  approximately  $9,575,000  based on the
closing price of the Common Stock on the Nasdaq SmallCap Market on that date.

As of April 27, 1998, there were 20,993,640 shares of Common Stock outstanding.

<PAGE>

                                EXPLANATORY NOTE

This Form  10-KSB/A1  is being  filed by  Siebert  Financial  Corp.,  a New York
corporation (the "Company"), as an amendment to its Annual Report on Form 10-KSB
for the year ended December 31, 1997,  filed March 31, 1998, to include  certain
additional  information  into items 9,10,11 and 12 of Part III of such Form that
was previously  proposed to be incorporated by reference into Siebert  Financial
Corp.'s  definitive  proxy statement for its 1998 annual meeting of shareholders
to be filed by the registrant pursuant to Regulation 14A.

The financial and other information contained in Part III herein with respect to
the Company has been  adjusted  where  applicable  to give effect to the 4 for 1
stock split effective April 7, 1998.


                                      -2-

<PAGE>


                                    PART III

ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         (a)    Identification of Directors

                The directors of the Company are:
<TABLE>
<CAPTION>

                Name                            Age        Position
                ----                            ---        --------

<S>                                             <C>        <C>                          
                Muriel F. Siebert               65         Chair, President and Director

                Nicholas P. Dermigny            40         Executive Vice President,
                                                           Chief Operating Officer and
                                                           Director

                Patricia L. Francy              53         Director

                Jane H. Macon                   51         Director

                Monte E. Wetzler                61         Director
</TABLE>

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

         MURIEL F. SIEBERT has been Chair,  President  and a director of Siebert
since 1967 and the Company since November 8, 1996. The first woman member of the
New  York  Stock   Exchange  on  December  28,  1967,   Ms.  Siebert  served  as
Superintendent  of Banks of the State of New York  from  1977 to 1982.  She is a
director of the New York State Business  Council,  the National Women's Business
Council, the International Women's Forum and the Boy Scouts of Greater New York.

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

         PATRICIA L. FRANCY is Treasurer and Controller of Columbia  University.
She previously  served as the  University's  Director of Finance and Director of
Budget  Operations and has been associated  with the University  since 1969. Ms.
Francy became a director of the Company on March 11, 1997.

         JANE H. MACON is a partner  with the law firm of  Fulbright  & Jaworski
L.L.P.,  San Antonio,  Texas.  Ms. Macon has been associated with the firm since
1983. Ms. Macon became a director of the Company on November 8, 1996.

                                      -3-
<PAGE>

         MONTE  E.  WETZLER  is a  partner  with  the New York law firm of Brown
Raysman  Millstein  Felder  &  Steiner,   LLP  and  chairman  of  its  corporate
department. From 1988 until October 31, 1996, Mr. Wetzler was a partner with the
New York law firm of Whitman  Breed Abbott & Morgan,  chairman of its  corporate
department  and a  member  of its  executive  committee.  Mr.  Wetzler  became a
director of the Company on November 8, 1996.

         The Board of Directors has standing Audit and  Compensation  Committees
consisting of Ms. Francy,  Ms. Macon and Mr. Wetzler with Ms. Siebert serving as
a non-voting member.

         Directors are elected by the shareholders at each annual meeting or, in
the case of a vacancy, appointed by the directors then in office, to serve until
the next annual  meeting or until their  successors  are elected and  qualified.
Pursuant to the Company's bylaws,  its officers are chosen annually by the Board
of Directors and hold office until their  respective  successors  are chosen and
qualified.


ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION OF THE COMPANY

         The  following  table sets forth  certain  information  with respect to
compensation  awarded to, earned by or paid to (a) the Company's Chief Executive
Officer and (b) each of the four most highly  compensated  executive officers of
the  Company as of the 1997 year end (other  than the Chief  Executive  Officer)
whose total  annual  salary and bonus  exceeded  $100,000,  in each case for the
preceding three fiscal years.  In 1997, 1996 and 1995,  there were only two such
persons.

                           SUMMARY COMPENSATION TABLE

Name and Principal Position       Year              Salary ($)         Bonus($)
---------------------------       ----              ----------         --------

Muriel F. Siebert                 1997               $ 150,000      $        --
Chair and President               1996                 150,000        2,975,000
                                  1995                 108,000        3,017,000

Nicholas P. Dermigny              1997                 125,000          187,500
Executive Vice President          1996                 125,000          205,000
and Chief Operating Officer       1995                 125,000          175,000

Daniel Iesu                       1997                  50,000           65,000
Secretary                         1996                  50,000           53,250
                                  1995                  47,692           42,500


                                      -4-
<PAGE>

COMPENSATION OF DIRECTORS

         Directors who are not employees of the Company or its  subsidiaries are
paid a fee at an  annual  rate  of  $10,000.  On  March  11,  1997,  each of the
non-employee  directors  of the Company  received  an option to purchase  40,000
shares of Common Stock at an exercise  price of $2.313 per share expiring on the
fifth anniversary of the date of grant. Officers and employees of the Company or
its subsidiaries  receive no remuneration  for their services as directors.  The
Company indemnifies its directors to the extent permitted by applicable law.

STOCK OPTION PLAN

         The  Company's  1997 Stock  Option Plan (the "Stock  Option  Plan") was
adopted by the Board of Directors in March 1997 and approved by the shareholders
on  December 1, 1997.  The Stock  Option  Plan  permits  the  issuance of either
options  intended  to qualify  as  incentive  stock  options  ("Incentive  Stock
Options")  under  Section 422 of the Internal  Revenue Code of 1986,  as amended
(the  "Code"),  or  options  not  intended  to so qualify  ("Nonstatutory  Stock
Options").  The  aggregate  fair  market  value  of  Common  Stock  for  which a
participant  is granted  Incentive  Stock Options that first become  exercisable
during any given  calendar year will be limited to $100,000.  To the extent such
limitation  is  exceeded,  an option  will be  treated as a  Nonstatutory  Stock
Option.

         The Stock Option Plan  provides for the grant of options to purchase up
to  2,100,000  shares  of  Common  Stock to  employees  of the  Company  and its
subsidiaries.  The Stock Option Plan is administered by a committee of the Board
of  Directors  consisting  of  Patricia  L.  Francy,  Jane H. Macon and Monte E.
Wetzler (the "Committee") that selects persons to receive awards under the Stock
Option Plan,  determines  the amount of each award and the terms and  conditions
governing  such award,  interprets  the Stock Option Plan and any awards granted
thereunder,  establishes  rules and  regulations for the  administration  of the
Stock  Option Plan and takes any other action  necessary  or  desirable  for the
administration of the Stock Option Plan. The Stock Option Plan may be amended by
the  Board  of  Directors  as it deems  advisable;  PROVIDED,  HOWEVER,  that no
amendment  will become  effective  unless  approved by  affirmative  vote of the
Company's  shareholders if such approval is necessary for the continued validity
of the Stock  Option  Plan or if the  failure  to  obtain  such  approval  would
adversely  affect the  compliance of the Stock Option Plan under any  applicable
rule or  regulation.  No amendment  may,  without the consent of a  participant,
impair such  participant's  rights under any option previously granted under the
Stock Option Plan.

         The price for which shares of Common  Stock may be  purchased  upon the
exercise of an option  will be the fair market  value of such shares on the date
of the grant of such option;  PROVIDED,  HOWEVER, that an Incentive Stock Option
granted  to an  employee  who owns stock  possessing  more than 10% of the total
combined  voting  power of all  classes  of stock of the  Company  shall  have a
purchase price for the underlying  shares equal to 110% of the fair market value
of the Common  Stock on the date of grant.  An option may be granted  for a term
not to exceed ten years from the date such option is granted. An Incentive Stock
Option awarded to an

                                      -5-
<PAGE>

employee who owns stock  possessing  more than 10% of the total combined  voting
power  of all  classes  of stock  of the  Company  may  not,  in any  event,  be
exercisable  after the  expiration  of five years  from the date such  Incentive
Stock Option is granted.  All options will be exercisable in accordance with the
terms and conditions set forth in the option agreements  evidencing the grant of
such  options.  Except under  limited  circumstances  involving  termination  of
employment  due to retirement  or death or  disability,  a  participant  may not
exercise  any option  granted  under the Stock Option Plan within the first year
after the date of the grant of such option.

         Full payment of the purchase price for shares of Common Stock purchased
upon the  exercise,  in whole or in part,  of an option  granted under the Stock
Option  Plan must be made at the time of such  exercise.  The Stock  Option Plan
provides  that the  purchase  price  may be paid in cash or in  shares of Common
Stock valued at their fair market value on the date of purchase.  Alternatively,
an option may be exercised in whole or in part by delivering a properly executed
exercise notice,  together with irrevocable  instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to pay the
purchase price and applicable  withholding  taxes,  and any other documents that
the Committee deems necessary.

         During a participant's lifetime, options granted under the Stock Option
Plan will be  exercisable  only by such  participant.  Furthermore,  any options
granted under the Stock Option Plan may not be  transferred,  other than by will
or by the laws of descent and  distribution.  Notwithstanding  the foregoing,  a
participant  may transfer a  Nonstatutory  Stock Option  granted under the Stock
Option Plan to his or her spouse,  children and/or  grandchildren,  or to one or
more trusts for the benefit of such family members, if the agreement  evidencing
such option so provides and the participant  does not receive any  consideration
for the transfer.

         On May  16,  1997,  the  Company  granted  options  to  certain  of its
employees  at an  exercise  price of $2.313  per  share,  including  options  to
purchase  200,000  shares of Common Stock to its  Executive  Vice  President and
Chief Operating  Officer and 60,000 shares of Common Stock to its Secretary.  On
November 6, 1997,  the Company  granted  options to  purchase  40,000  shares of
Common Stock to its Executive Vice President and Chief  Financial  Officer at an
exercise  price of $2.219 per share.  On February 9, 1998,  the Company  granted
options to certain of its  employees  at an exercise  price of $2.688 per share,
including  options to purchase  40,000  shares of Common Stock to its  Executive
Vice President and Chief  Operating  Officer and 8,000 shares of Common Stock to
its Executive  Vice  President and Chief  Financial  Officer and 8,000 shares of
Common Stock to its Secretary. All such options are exercisable at a rate of 20%
on the first, second, third, fourth and fifth anniversaries of the date of grant
and expire after the tenth anniversary of the date of grant; options to purchase
an  aggregate of  approximately  792,400  shares of Common  Stock are  currently
outstanding  and held by 37  employees.  Details of such  grants are  summarized
below:

                                      -6-

<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
                                           1997 STOCK OPTION PLAN
--------------------------------------------------------------------------------------------------
Name and Position                                          Fair Value ($)(1)       Number of Units
--------------------------------------------------------------------------------------------------
<S>                                                            <C>                         <C>    
Muriel F. Siebert, Chair and President                               0                           0
--------------------------------------------------------------------------------------------------
Nicholas P. Dermigny, Executive                                287,200                     240,000
Vice President and Chief Operating Officer
--------------------------------------------------------------------------------------------------
Richard M. Feldman, Executive                                   55,440                      48,000
Vice President, Chief Financial Officer and Assistant
Secretary
--------------------------------------------------------------------------------------------------
Daniel Iesu, Secretary                                          82,040                      68,000
--------------------------------------------------------------------------------------------------
Executive Group (4 persons)                                    624,680                     356,000
--------------------------------------------------------------------------------------------------
Patricia L. Francy                                                   0                           0
--------------------------------------------------------------------------------------------------
Jane H. Macon                                                        0                           0
--------------------------------------------------------------------------------------------------
Monte E. Wetzler                                                     0                           0
--------------------------------------------------------------------------------------------------
Non-Executive Director Group (3 persons)                             0                           0
--------------------------------------------------------------------------------------------------
Non-Executive Officer Employee                                 643,782                     523,400
Group (approximately 35 persons)
--------------------------------------------------------------------------------------------------
</TABLE>

RESTRICTED STOCK AWARD PLAN

         The 1998 Restricted Stock Award Plan (the "Plan"),  provides for awards
of not more than 15,000 shares of 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 a result of the 4 for 1 stock split in April 1998, the 15,000 shares of
Common Stock  provided for in the Plan has been  adjusted to 60,000  shares.  As
provided  in the 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, subject to the same restrictions as the award. Such dividends
(without interest) are paid to the recipients upon lapse of the restrictions.

         Pursuant  to the Plan,  400 shares of the  Company's  Common  Stock was
awarded to each of 110  employees  of the  Company,  effective  January 5, 1998.
Additional  awards of 400  shares  were  granted  to each of three  individuals,
effective  February 20, 1998. For shares that have been issued, the market value
at the date of the awards was $2.25 and $5.75, respectively.


----------------------
(1) The fair value of each option  grant is estimated on the date of grant using
the  Black-Scholes  option-pricing  model  with the  following  weighted-average
assumptions:   dividend  yields  ranging  from  0%  to  3.3%  percent,  expected
volatility  ranging from 25% to 39% percent,  risk-free  interest  rates ranging
from 6.20% to 6.43%, and expected lives ranging from 5 to 10 years.

                                      -7-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table  sets  forth,  as  of  April  27,  1998,  certain
information  with  respect to  beneficial  ownership of the Common Stock by each
person  (or group of  affiliated  persons)  who is known to the  Company  to own
beneficially  more  than  5% of the  Common  Stock,  by  each  of the  Company's
directors and executive  officers and by all directors and executive officers as
a group.  The persons named in the table have sole voting and  investment  power
with respect to all shares of Common stock shown as beneficially owned by them.


Name                                        Shares            Percentage(1)
----                                        ------            ----------

Muriel F. Siebert                        20,212,000             96.3%(2)
885 Third Avenue, Suite 1720
New York, New York 10022

Nicholas P. Dermigny                            400               *
Richard M. Feldman                              400               *
Daniel Iesu                                     400               *
Patricia L. Francy                           40,000(3)            *
Jane H. Macon                                40,000(3)            *
Monte E. Wetzler                             40,000(3)            *
Directors and executive officers         20,333,200(4)          96.9%
  as a group (7 persons)

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

*  Less than 1%

(1)      Percentages  computed on the basis of 20,993,640 shares of Common Stock
         outstanding  as of  April  27,  1998  in  accordance  with  Rule  13d-3
         promulgated under the Exchange Act.

(2)      Includes  222,000 shares of Common Stock owned by the Muriel F. Siebert
         Foundation,  Inc.  as to  which  shares  Ms.  Siebert  has  voting  and
         investment power.

(3)      Consists of 40,000  shares of Common  Stock which the  director has the
         right to acquire pursuant to a stock option grant.

(4)      Includes  options to purchase an aggregate of 120,000  shares of Common
         Stock described in footnote 3 above.


                                      -8-
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


         As a  registered  broker-dealer,  the Company is subject to the Uniform
Net Capital Rule (Rule 15c3-1)  promulgated by the SEC. "Net capital" is defined
as  net  worth  (assets  minus   liabilities),   plus  qualifying   subordinated
borrowings, less certain deductions. Ms. Siebert has executed subordinated notes
in favor of the  Company  in the  principal  amount  of $3  million  which  bear
interest at rates ranging from 4% to 8%.

         The foregoing  relationship and transactions  have been approved by the
Board or a committee of the Board or by the shareholders and, to the extent that
such  arrangements are available from  non-affiliated  parties,  are on terms no
less favorable to the Company than those available from non-affiliated parties.


                                      -9-
<PAGE>



                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                       SIEBERT FINANCIAL CORP.


                                       By: /s/ MURIEL F. SIEBERT
                                           ------------------------------
                                               Muriel F. Siebert
                                               Chair and President
                                               (principal executive officer)

                                       Date:  April 29, 1998



                                       By: /s/ RICHARD M. FELDMAN
                                           ------------------------------
                                               Richard M. Feldman
                                               Executive Vice President
                                               Chief Financial Officer and
                                               Assistant Secretary
                                               (principal financial and
                                               accounting officer)

                                       Date:  April 29, 1998



                                      -10-