BY-LAWS

                                      -of-

                             SIEBERT FINANCIAL CORP.
                          (formerly J. MICHAELS, INC.)


           -----------------------------------------------------------
          (a New York corporation hereinafter called the "Corporation")


                                    ARTICLE I
                                    ---------

                                     Offices
                                     -------

     Section 1.01.  Office.  The office of the  Corporation  shall be located at
such  address in the State of New York,  within the City and County  provided by
the  Certificate  of  Incorporation,  as the  Board of  Directors  shall  fix by
resolution.

     Section 1.02. Other Offices.  The Corporation may also have offices at such
other  places  within  and/or  without  the  State of New  York as the  Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II
                                   ----------

                                  Shareholders
                                  ------------

     Section 1.01.  Annual Meeting.  The annual meeting of shareholders  for the
election of directors  and the  transaction  of such other  business as may come
before it shall be held on such date in each  calendar  year,  and at such place
within  or  without  the  State of New  York,  as shall be fixed by the Board of
Directors and stated in the notice or waiver of notice of the meeting.


<PAGE>
     Section 2.02. Special Meetings.  Special meetings of the shareholders,  for
any purpose or purposes,  may be called by the President or by resolution of the
Board  of  Directors.  Special  meetings  of  shareholders,  if  called  by  the
President,  shall be held at such place  within  the  County or City  within the
State of New York in which is located the office of the Corporation specified in
its Certificate of Incorporation as shall be fixed by the President,  or at such
place within or without the State of New York as may be  designated by the Board
of Directors or consented to in writing by any  shareholders  not attending such
meeting.  Such  place  shall be stated in the  notice or waiver of notice of the
meeting.

     Section 2.03.  Quorum.  The holders of one-third of the shares  entitled to
vote  thereat  shall  constitute a quorum at a meeting of  shareholders  for the
transaction of any business,  provided that when a specified item of business is
required to be voted on by a class or series  voting as a class,  the holders of
one-third  of the shares of such class or series  shall  constitute a quorum for
the transaction of such specified item of business.

     Section 2.04. Ballots.  The vote upon any question before any shareholders'
meeting need not be by ballot.


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<PAGE>
                                   ARTICLE III
                                   -----------

                                    Directors
                                    ---------

     Section 3.01.  Number of Directors.  Subject to the  provisions of the last
paragraph of this section,  the number of directors  which shall  constitute the
entire  Board  shall be not less than three nor more than nine within the limits
above specified.  The number of directors shall be determined by resolution of a
majority of the entire Board of Directors or by the shareholders at an annual or
any special meeting.

     Anything hereinabove in this Section 3.01 to the contrary  notwithstanding,
if all the shares of the  Corporation  are owned  beneficially  and of record by
less than three  shareholders,  the number of directors may, if so determined by
resolution  of the Board of  Directors  or by the  shareholders  at an annual or
special  meeting,   be  less  than  three  but  not  less  than  the  number  of
shareholders.

     Section 3.02.  Resignations.  Any director of the Corporation may resign at
any time by giving  written  notice to the Board of Directors,  the President or
the Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, if any, or if no time is specified therein, then upon receipt
of such notice by the addressee;  and, unless otherwise  provided  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

                                       -3-

<PAGE>

     Section 3.03. Removal of Directors.  Except as expressly provided otherwise
by law, any or all of the  directors may be removed at any time (a) for cause by
vote of the  shareholders  or by action of the Board of Directors or (b) without
cause by vote of the shareholders.

     Section 3.04. Vacancies and Newly Created  Directorships.  If the office of
any  director or  directors  becomes  vacant for any reason,  including  but not
limited to, the removal of a director or directors  without cause, the directors
in office,  although  less than a quorum,  by a majority  vote,  or such  number
greater  than  such  majority  as  the  Certificate  of   Incorporation  of  the
Corporation  may provide,  may choose a successor or successors,  who shall hold
office for the  unexpired  term in respect  of which such  vacancy or  vacancies
occurred or until the next  election of  directors;  or any such  vacancy may be
filled by the shareholders at any meeting thereof.  Newly created  directorships
resulting  from an  increase in the number of  directors  shall be filled in the
same manner as vacancies as aforesaid.

     Section 3.05. Quorum of Directors.  Except as expressly  provided otherwise
by law or in Section  3.04 and in Section  8.01  hereof,  at all meetings of the
Board of  Directors,  one-third  of the  entire  Board,  but not  less  than two
directors,  shall be necessary  and  sufficient  to  constitute a quorum for the
transaction  of  business,  except that when the Board  consists of one director
then one director shall constitute such quorum.


                                       -4-

<PAGE>

     Section  3.06.  Organizational  Meeting.  The first  meeting  of each newly
elected  Board of  Directors  shall be held at such  time and  place as shall be
fixed by the vote of the  shareholders  at the annual  meeting  and no notice of
such meeting shall be necessary to the newly elected  directors in order legally
to constitute the meeting,  provided a quorum shall be present.  In the event of
the failure of the  shareholders  to fix the time or place of such first meeting
of the newly  elected  Board of  Directors,  or in the event such meeting is not
held at the time and place so fixed by the shareholders, the meeting may be held
at such time and place as shall be specified  in a notice  given as  hereinafter
provided for special meetings of the Board of Directors.

     Section 3.07. Regular Meetings.  Regular meetings of the Board of Directors
may be held at such  time and  place as shall  from time to time be fixed by the
Board of Directors and no notice thereof shall be necessary.

     Section 3.08. Special Meetings.  Special meetings may be called at any time
by the  Chairman  of the  Board,  if  any,  or by the  President  or by any  two
directors, or by resolution of the Board of Directors. Special meetings shall be
held at such place within the State of New York as shall be fixed by the person

                                       -5-

<PAGE>

or persons calling the meeting,  or at such place within or without the State of
New York as may be  designated  by the Board of  Directors  or  consented  to in
writing by any directors not attending such meeting.  Such place shall be stated
in the notice or waiver of notice of the meeting.

     Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver  thereof.  Unless waived,  notice of each special meeting of
the directors, stating the time and place of the meeting, shall be given to each
director by delivered  letter, by telegram or by personal  communication  either
over the telephone or otherwise, in each such case not later than the second day
prior to the meeting,  or by mailed  letter  deposited in the United States mail
with postage thereon prepaid not later than the fifth day prior to the meeting.

     Section 3.09. Committees.  The Board of Directors, by resolution adopted by
a  majority  of the  entire  Board,  may  designate  from  among its  members an
Executive  Committee  and other  committees,  each  consisting  of three or more
directors,  and each of which to the extent provided in such  resolution,  shall
have all the authority of the Board of Directors,  except that no such committee
shall have authority as to the following matters:

                         (a) The submission to  shareholders
                    of any action  that needs  shareholders'
                    authorization under the law.

                         (b) The filling of vacancies in the
                    Board of Directors or in any committee.

                                       -6-

<PAGE>

                         (c) The fixing of  compensation  of
                    the  directors  for serving on the Board
                    of Directors or on any committee.

                         (d) The  amendment or repeal of the
                    By-Laws, or the adoption of new By-Laws.

                         (e) The  amendment or repeal of any
                    resolution  of the  Board  of  Directors
                    which  by  its  terms  shall  not  be so
                    amendable or repealable.


     The Board of Directors  may  designate  one or more  directors as alternate
members of any such  committee,  who may replace any absent member or members at
any meeting of such  committee.  Each such committee shall serve at the pleasure
of the Board of  Directors.  Each  such  committee  shall  keep  minutes  of its
proceedings  and  report  the same to the  Board of  Directors.


     Each and  every  committee  of the  Board of  Directors  and each and every
member  of each  such  committee  shall be deemed  redesignated  at each  annual
organization  meeting of the Board of  Directors  without the  necessity  of any
affirmative action at such meeting; except that the term of office of any member
of any such committee shall terminate upon his ceasing,  at any time and for any
reason, to be a director of the Corporation.

     Regular meetings of any such committee shall be held at such time and place
as shall  from time to time be fixed by such  committee  and no  notice  thereof
shall be necessary. Special meetings may be called at any time by any officer of
the Corporation or any member of such committee.  Notice of each special meeting
of each such  committee  shall be given (or waived) in the same manner as notice
of a special meeting of the Board of Directors and the place of any such special

                                       -7-

<PAGE>

meeting of any such committee shall be subject to any limitations  applicable in
the case of a  similarly  called  special  meeting  of the  Board of  Directors;
provided,  however, that the signature of the minutes of any such meeting by any
member of any such committee shall constitute a waiver of notice of such meeting
by such member. A majority of the members of any such committee shall constitute
a quorum for the transaction of business.

                                   ARTICLE IV
                                   ----------

                                    Officers
                                    --------

     Section 4.01. Executive Officers. The executive officers of the Corporation
shall  be a  President,  a  Secretary,  a  Treasurer,  and such  number  of Vice
Presidents,  Assistant  Secretaries  and  Assistant  Treasurers,  and such other
officers,  if any, including a Chairman of the Board of Directors,  as the Board
of Directors  may from time to time  determine.  Any officer may, but no officer
need, be chosen from among the Board of  Directors,  except that the Chairman of
the Board of Directors shall be a member of the Board of Directors.

     Section 4.02. President. The President shall be the chief executive officer
of the Corporation;  he shall preside at all meetings of the  shareholders  and,
unless a Chairman of the Board of Directors has been elected and is present,  at


                                       -8-

<PAGE>

all  meetings of the Board of  Directors;  he shall have the  management  of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect, subject to the right of the Board of
Directors to delegate any  specific  powers to any other  officer or officers of
the Corporation.

     Section 4.03. Vice President.  Any Vice President of the Corporation  shall
have such powers and perform such duties as the Board of Directors may from time
to time  prescribe,  and shall perform such other duties as may be prescribed by
these By-Laws.  The Vice  Presidents,  if there be more than one Vice President,
shall have such  seniority as may be prescribed  by the Board of  Directors.  In
case of the absence,  resignation or inability to act of the President, the Vice
President  (or if there be more  than one  Vice  President,  the Vice  President
designated by the Board of Directors)  shall perform the duties and exercise the
power of the President.

     Section 4.04.  Secretary.  The  Secretary  shall attend all sessions of the
Board  of  Directors  and all  meetings  of the  shareholders  and act as  clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose. He shall give or cause to be given notice of all meetings
of  shareholders  and  directors  and shall  perform such other duties as may be
prescribed by the Board of Directors.  He shall keep in safe custody the seal of
the Corporation and, when authorized by the Board of Directors,  affix it to any
instrument.

                                       -9-

<PAGE>

     Section 4.05. Treasurer.  The Treasurer,  subject to the order of the Board
of Directors,  shall have the custody of the  corporate  funds,  securities  and
documents,   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  Corporation in
such  depositories  as may be  designated  by the Board of  Directors.  He shall
disburse  the  funds  of the  Corporation  as may be  ordered  by the  Board  of
Directors,  taking proper vouchers for such  disbursements,  and shall render to
the President  and directors at the regular  meetings of the Board of Directors,
or whenever they may require it, an account of all his transactions as Treasurer
and of the  financial  condition of the  Corporation.  The Treasurer  shall,  if
required by the Board of Directors,  give the  Corporation a bond in such sum or
sums and with such surety or sureties as shall be  satisfactory  to the Board of
Directors,  conditioned  upon  faithful  performance  of his  duties and for the
restoration to the Corporation in case of his death, resignation,  retirement or
removal from office of all books, papers,  vouchers, money and other property of
whatever  kind  in  his  possession,  or  under  his  control  belonging  to the
Corporation.


                                      -10-

<PAGE>
                                    ARTICLE V
                                    ---------

                       Capital Shares and Other Securities
                       -----------------------------------

     Section 5.01. Form of Certificates.  The shares of the Corporation shall be
represented by  certificates in such form as shall be determined by the Board of
Directors.

     Section 5.02.  Registration of Transfer.  Upon surrender to the Corporation
or any  transfer  agent of the  Corporation  of a  certificate  for shares  duly
indorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it shall be the duty of the Corporation or such transfer
agent to issue a new certificate to the person entitled thereto,  cancel the old
certificate and record the transaction upon its books.

     Section 5.03.  Registered  Holders.  The  Corporation  shall be entitled to
treat and shall be  protected  in treating  the persons in whose names shares or
any warrants, rights, options or instruments of indebtedness stand on the record
of shareholders,  warrant holders,  rights holders, option holders or holders of
such instruments of indebtedness,  as the case may be, as the owners thereof for
all purposes and shall not be bound to  recognize  any  equitable or other claim
to, or interest in, any such share,  warrant,  right,  option or  instrument  of
indebtedness  on the part of any other  person,  whether or not the  Corporation
shall  have  express  or other  notice  thereof,  except as  expressly  provided
otherwise by law.

                                      -11-

<PAGE>

     Section 5.04.  New  Certificates.  The Board of Directors may direct that a
new  certificate  or  certificates  be  issued  in place of any  certificate  or
certificates  theretofore issued by the Corporation,  alleged to have been lost,
stolen or destroyed,  upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or give the  Corporation a bond in such sum and with such surety or sureties
as it may direct as  indemnity  against  any claim that may be made  against the
Corporation  and/or its transfer  agent or transfer  clerk and/or its  registrar
with respect to the certificate  alleged to have been lost, stolen or destroyed,
or the issuance of such new certificate or certificates.


                                      -12-

<PAGE>
                                   ARTICLE VI
                                   ----------

                 Dividends and Financial Notices to Shareholders
                 -----------------------------------------------

     Section  6.01.  Dividends.  Dividends  upon the shares of the  Corporation,
subject to any provisions of the Certificate of Incorporation  relating thereto,
may be declared by the Board of  Directors,  to the extent  permitted by law, at
any regular or special meeting. Before payment of any dividend, there may be set
aside out of the funds of the  Corporation  available for dividends  such sum or
sums as the Board of Directors from time to time in its absolute  discretion may
deem  proper  as a  reserve  fund  to  meet  contingencies,  or  for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other  purpose as the Board of  Directors  shall deem  conducive to the
interests of the  Corporation,  and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                   ARTICLE VII
                                   -----------

                                  Miscellaneous
                                  -------------

     Section 7.01.  Seal. The corporate  seal shall have  inscribed  thereon the
name of the Corporation,  the year of its incorporation and the words "Corporate
Seal, New York".


                                      -13-

<PAGE>

     Section 7.02.  Checks. All checks,  notes,  drafts and demands for money of
the  Corporation  shall be signed  by such  person  or  persons  as the Board of
Directors may from time to time designate.

     Section  7.03.  Fiscal Year.  The fiscal year of the  Corporation  shall be
fixed by resolution of the Board of Directors.

     Section 7.04.  Indemnification  of Directors and Officers.  The Corporation
shall  indemnify  any person made a party to an action by or in the right of the
Corporation  to procure a  judgment  in its favor by reason of the fact that he,
his testator or intestate,  is or was a director or officer of the  Corporation,
against  the  reasonable  expenses,  including  attorneys'  fees,  actually  and
necessarily incurred by him in connection with the defense of such action, or in
connection  with an appeal  therein,  except in  relation to matters as to which
such  director  or  officer  is  adjudged  to  have  breached  his  duty  to the
Corporation  under Section 717 of the Business  Corporation  Law of the State of
New York,  as now in  effect or as  amended  from time to time,  to the  maximum
extent that is permitted  by and is  consistent  with the law.

     The Corporation  shall indemnify any person made, or threatened to be made,
a party to an  action  or  proceeding  other  than one by or in the right of the
Corporation  to procure a  judgment  in its favor,  whether  civil or  criminal,

                                      -14-

<PAGE>

including an action by or in the right of any other  corporation  of any type or
kind,  domestic or  foreign,  which any  director or officer of the  Corporation
served in any capacity at the request of the Corporation,  by reason of the fact
that he, his testator or intestate, was a director or officer of the Corporation
or served such other  corporation  in any capacity,  against  judgments,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorneys' fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any appeal  therein,  if such director or officer  acted,  in good faith,  for a
purpose  which  he  reasonably  believed  to be in  the  best  interests  of the
Corporation  and,  in  criminal  actions or  proceedings,  in  addition,  had no
reasonable  cause to believe that his conduct was  unlawful,  to maximum  extent
that is permitted by and is consistent with the law. The termination of any such
civil or criminal  action or proceeding by judgment,  settlement,  conviction or
upon a plea of nolo contendere, or its equivalent,  shall not in itself create a
presumption  that any such director or officer did not act, in good faith, for a
purpose  which  he  reasonably  believed  to be in  the  best  interests  of the
Corporation  or that he had  reasonable  cause to believe  that his  conduct was
unlawful.

     Section 7.05.  Litigation.  Neither the President nor any other officer nor
any director of the Corporation shall, by virtue of his office of otherwise,  be
authorized or empowered to commence or prosecute, in the name of or on behalf of


                                      -15-

<PAGE>

the  Corporation,  any  action,  suit or  proceeding  before  any  court  or any
governmental  or other agency against any past or present  officer,  director or
shareholder of the Corporation, or the legal representatives of any such past or
present officer, director or shareholder,  without being expressly authorized to
do so in each and every case by the affirmative vote of a majority of the entire
Board,  or  such  number  greater  than  such  majority  as the  Certificate  of
Incorporation  of the  Corporation  may provide,  which vote shall be taken at a
duly convened regular or special meeting of said Board of Directors.

     Section 7.06. Entire Board. As used in these By-Laws,  "entire Board" means
the total number of directors which the Corporation  would have if there were no
vacancies.

     Section 7.07.  Section Headings.  The headings of the Articles and Sections
of these By-Laws are inserted for convenience of reference only and shall not be
deemed  to be a part  thereof  or used  in the  construction  or  interpretation
thereof.


                                      -16-

<PAGE>
                                  ARTICLE VIII
                                  ------------

                              Amendment of By-Laws
                              --------------------

     Section 8.01.  Amendment.  These By-Laws,  as now in effect or as hereafter
amended  from time to time,  may be amended or  repealed  and new or  additional
By-Laws  adopted  at any  meeting  of the Board of  Directors  or by vote of the
shareholders  entitled  to  vote in the  election  of any  directors;  provided,
however,  that any  amendment by the Board of  Directors  changing the number of
directors shall require the vote of a majority of the entire Board, and provided
further,  that this Article VIII may be amended only by vote of the shareholders
entitled to vote in the election of any directors.



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