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<SEC-DOCUMENT>0001089355-01-500028.txt : 20010501
<SEC-HEADER>0001089355-01-500028.hdr.sgml : 20010501
ACCESSION NUMBER:		0001089355-01-500028
CONFORMED SUBMISSION TYPE:	DEFR14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SIEBERT FINANCIAL CORP
		CENTRAL INDEX KEY:			0000065596
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				111796714
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEFR14A
		SEC ACT:		
		SEC FILE NUMBER:	000-05703
		FILM NUMBER:		1616113

	BUSINESS ADDRESS:	
		STREET 1:		885 THIRD AVENUE
		STREET 2:		SUITE 1720
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2126442400

	MAIL ADDRESS:	
		STREET 1:		885 THIRD AVENUE
		STREET 2:		SUITE 1720
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MICHAELS J INC
		DATE OF NAME CHANGE:	19950221
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFR14A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REVISED DEFINITIVE PROXY
<TEXT>


                    SCHEDULE 14A INFORMATION PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)


Filed by the Registrant  [X]
Filed by a Party other than the Registrant  [  ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  Confidential, for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))

[X]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to Rule14a-11(c) or Rule 14a-12


                             Siebert Financial Corp.
 ................................................................................
                (Name of Registrant as Specified in Its Charter)


 ................................................................................
                   (Name of Person(s) Filing Proxy Statement)

     Payment of Filing Fee (Check the appropriate box): [ X ] No fee required.

     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
         O-11.1) Title of each class of securities to which transaction applies:

 ................................................................................
        2) Aggregate number of securities to which transaction applies:
 ................................................................................
        3) Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
           filing fee is calculated and state how it was determined):

 ................................................................................
        4) Proposed maximum aggregate value of transaction:
 ................................................................................
        5) Total fee paid:
 ................................................................................
     [ ] Fee paid previously by written preliminary materials.

     [ ]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule  O-11(a)(2)  and identify the filing for which the offsetting fee
          was paid previously.  Identify the previous filing by the registration
          statement number, or the Form or Schedule and the date of its filing.

        1) Amount Previously Paid:
                                    --------------------------------------------
        2) Form Schedule or Registration Statement No.:
                                                         -----------------------
        3) Filing Party:
                          ------------------------------------------------------
        4) Date Filed:
                        ----------------------------------


<PAGE>

                             SIEBERT FINANCIAL CORP.
                          885 THIRD AVENUE, SUITE 1720
                            NEW YORK, NEW YORK 10022
                                 (212) 644-2400

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 4, 2001

DEAR SHAREHOLDERS:

         Notice is hereby given of the Annual Meeting of Shareholders of Siebert
Financial Corp., a New York corporation, at The Harmonie Club, 4 East 60th
Street, New York, New York, on Monday, June 4, 2001 at 10:00 a.m., local time.
The meeting's purpose is to:

     1    Elect five directors; and

     2.   Consider any other  matters that are properly  presented at the Annual
          Meeting and any adjournment.

         You may vote at the Annual Meeting if you were one of our  shareholders
of record at the close of business on Tuesday, April 17, 2001.

         Along with the attached Proxy  Statement,  we are also enclosing a copy
of our  2000  Annual  Report  to  Shareholders,  which  includes  our  financial
statements.

         To assure your  representation  at the meeting,  please vote,  sign and
mail the enclosed proxy as soon as possible. We have enclosed a return envelope,
which  requires no postage if mailed in the United  States.  Your proxy is being
solicited  by the Board of  Directors.  Shareholders  who attend the meeting may
revoke their proxy and vote their shares in person.

                      PLEASE VOTE - YOUR VOTE IS IMPORTANT

                                   Daniel Iesu

                                    SECRETARY

New York, New York
May 11, 2001


<PAGE>


                            SIEBERT FINANCIAL CORP.
                          885 THIRD AVENUE, SUITE 1720
                            NEW YORK, NEW YORK 10022
                                 (212) 644-2400

                 PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD ON JUNE 4, 2001

                 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

ANNUAL MEETING:            June 4, 2001                     The Harmonie Club
                           10:00 a.m., local time.          4 East 60th Street
                                                            New York, New York

RECORD DATE:        Close of business on Tuesday,  April 17, 2001. If you were a
                    shareholder at that time, you may vote at the meeting.  Each
                    share is entitled to one vote.  On the record  date,  we had
                    22,500,505 shares of our common stock outstanding.  Of those
                    shares,   19,878,700  shares  were  beneficially   owned  or
                    controlled by Muriel Siebert, our Chairwoman,  President and
                    Chief Executive Officer and one of our directors.

QUORUM:             The  holders  of a  majority  of the  outstanding  shares of
                    common stock,  present in person or by proxy and entitled to
                    vote, will  constitute a quorum at the meeting.  Abstentions
                    and  broker  non-votes  will  be  counted  for  purposes  of
                    determining the presence or absence of a quorum.

AGENDA:

                    1.   Elect five directors.


                    2.   Any other proper  business.  However,  we currently are
                         not aware of any other  matters  that will come  before
                         the meeting.

VOTE REQUIRED:

Proposal 1:         The five  nominees  for  director who receive the most votes
                    will be  elected.  If you do not vote for a nominee,  or you
                    indicate  "withhold  authority  to vote" for any  nominee on
                    your  proxy  card,  your vote will not count  either  for or
                    against the nominee.

BROKER NON-VOTES:   If your broker does not vote on the  proposal,  it will have
                    no effect on the vote with respect to the proposal.

PROXIES:            Please vote;  your vote is important.  Prompt return of your
                    proxy  will help avoid the costs of  resolicitation.  Unless
                    you tell us on the proxy card to vote  differently,  we will
                    vote signed returned  proxies "FOR" the Board's nominees for
                    director.

                    If any nominee cannot or will not serve as a director,  your
                    proxy will vote in accordance with his or her best judgment.
                    At the time we began printing this proxy  statement,  we did
                    not know of any matters  that needed to be acted upon at the
                    meeting other than those discussed in this proxy  statement.
                    However,  if any  additional  matters are  presented  to the
                    shareholders for action at the meeting, your proxy will vote
                    in accordance with his or her best judgment.


                                       1

<PAGE>




PROXIES SOLICITED
BY:                 The Board of Directors.

REVOKING YOUR
PROXY:              You may revoke your proxy before it is voted at the meeting.
                    Proxies may be revoked if you either:

                    o    deliver  a signed,  written  revocation  letter,  dated
                         later  than the proxy to be  revoked,  to Daniel  Iesu,
                         Secretary,   at  Siebert  Financial  Corp.,  885  Third
                         Avenue, Suite 1720, New York, New York 10022;

                    o    deliver  a signed  proxy,  dated  later  than the first
                         proxy, to Mr. Iesu at the address above; or

                    o    attend  the  Annual  Meeting  and vote in  person or by
                         proxy.  Attending  the meeting  without doing more will
                         not revoke your proxy.

COST OF
SOLICITATION:       We will pay all costs of soliciting these proxies, estimated
                    at $3,500 in the  aggregate.  Although we are mailing  these
                    proxy materials,  our directors,  officers and employees may
                    also  solicit  proxies  by  telephone,  facsimile,  mail  or
                    personal  contact.  These persons will receive no additional
                    compensation  for their services,  but we may reimburse them
                    for reasonable  out-of-pocket expenses. We will also furnish
                    copies of solicitation materials to fiduciaries, custodians,
                    nominees and brokerage  houses for  forwarding to beneficial
                    owners of our shares of common  stock  held in their  names,
                    and we will  reimburse  them  for  reasonable  out-of-pocket
                    expenses.  American  Stock  Transfer  & Trust  Company,  our
                    transfer  agent,  is  assisting  us in the  solicitation  of
                    proxies for the meeting for no additional fee.

YOUR COMMENTS:      Your comments about any aspects of our business are welcome.
                    You may use the space  provided  on the proxy  card for this
                    purpose,  if  desired.  Although  we may not  respond  on an
                    individual  basis,  your  comments  help us to measure  your
                    satisfaction, and we may benefit from your suggestions.




                                       2

<PAGE>


                  EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE
COMPENSATION:       The following  table shows  salaries and bonuses paid during
                    the last three years for our Chief Executive Officer and for
                    our executive  officers  whose total annual salary and bonus
                    during 2000 exceeded $100,000.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                          LONG-TERM
                                                      ANNUAL COMPENSATION                COMPENSATION
                                          ---------------------------------------------------------------

                                                                                          SECURITIES
                                                                       OTHER ANNUAL    UNDERLYING STOCK
NAME AND PRINCIPAL POSITION        YEAR      SALARY        BONUS       COMPENSATION        OPTIONS
- ---------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>            <C>
Muriel F. Siebert                  2000     $150,000             --         --                   --
Chairwoman, President and          1999      150,000             --         --                   --
Chief Executive Officer            1998      150,000             --         --                   --

Daniel Jacobson                    2000      185,000       $100,000         --                   --
Vice Chairman                      1999      124,519(1)          --         --               20,000
                                   1998           --             --         --                   --

Nicholas P. Dermigny               2000      185,000        145,000         --                   --
Executive Vice President and       1999      185,000        185,000         --                   --
Chief Operating Officer            1998      185,000        175,000         --               40,000

Mitchell M. Cohen                  2000      165,000        145,000         --                   --
Executive Vice President and       1999      121,538        125,000         --                   --
Chief Financial Officer            1998       25,000(2)      20,000         --               10,000

Daniel Iesu                        2000       70,000         90,000         --                   --
Secretary                          1999       70,000         80,000         --                   --
                                   1998       70,000         65,000         --                8,000
- ----------------------
</TABLE>

(1)  Mr.  Jacobson began serving as our Vice Chairman on May 3, 1999. The amount
     of salary  listed  above  reflects  earnings  for the period of May 3, 1999
     through December 31, 1999.

(2)  Mr. Cohen began serving as Chief Financial Officer on November 9, 1998. The
     amount of salary listed above  reflects  earnings of the period of November
     9, 1998 through December 31, 1998.

STOCK OPTIONS:      Our 1997 Stock Option Plan was adopted by the Board in March
                    1997 and approved by our  shareholders  on December 1, 1997.
                    The plan permits the issuance of either options  intended to
                    qualify as incentive stock options,  or ISOs,  under Section
                    422 of the Internal Revenue Code, or options not intended to
                    qualify as ISOs.  The  aggregate  fair  market  value of our
                    common  stock for which a  participant  is granted ISOs that
                    first become exercisable during any given calendar year will
                    be limited to  $100,000.  To the extent this  limitation  is
                    exceeded,  an option will be treated as a nonqualified stock
                    option.


                                       3

<PAGE>


                    The plan provides for the grant of options to purchase up to
                    2,100,000  shares of our common stock to our  employees  and
                    the employees of our subsidiaries.  The plan is administered
                    by a  committee  of the Board,  consisting  of  Patricia  L.
                    Francy and Jane H. Macon,  which selects  persons to receive
                    awards under the Plan,  determines  the amount of each award
                    and the terms and conditions governing the award, interprets
                    the  plan and any  awards  granted  thereunder,  establishes
                    rules and regulations for the administration of the plan and
                    takes  any  other  action  necessary  or  desirable  for the
                    administration  of the plan.  The plan may be amended by the
                    Board  as it  deems  advisable.  No  amendment  will  become
                    effective,  however, unless approved by the affirmative vote
                    of our shareholders if shareholder approval is necessary for
                    the  continued  validity  of the plan or if the  failure  to
                    obtain  shareholder  approval  would  adversely  affect  the
                    compliance   of  the  plan  under  any  rule  or  regulation
                    applicable to it. No amendment may, without the consent of a
                    participant,  impair a participant's rights under any option
                    previously granted under the plan.

                    The  price  for  which  shares  of our  common  stock may be
                    purchased  upon the  exercise  of an option will be the fair
                    market  value of the  shares on the date of the grant of the
                    option.  An  ISO  granted  to an  employee  who  owns  stock
                    possessing  more than 10% of the total combined voting power
                    of all classes of our stock, however,  shall have a purchase
                    price for the  underlying  shares  equal to 110% of the fair
                    market  value of our common  stock on the date of grant.  An
                    option generally may be granted for a term not to exceed ten
                    years from the date the option is granted.  All options will
                    be exercisable  in accordance  with the terms and conditions
                    described in the option  agreement  relating to each option.
                    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
                    plan  within  the first  year after the date of the grant of
                    the option.

                    Full payment of the purchase  price for shares of our common
                    stock  purchased upon the exercise,  in whole or in part, of
                    an option must be made at the time of the exercise. The plan
                    provides  that the purchase  price may be paid in cash or in
                    shares of our 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 us the
                    amount  of  sale  or  loan  proceeds  necessary  to pay  the
                    purchase price and applicable withholding taxes.


                                       4

<PAGE>



                    There were no stock  options  granted  during the year ended
                    December  31,  2000  to  any of the  officers  named  in the
                    Summary Compensation Table.

                    The  following  table sets forth at  December  31,  2000 the
                    number of options and the value of unexercised  options held
                    by each of the  officers  named in the Summary  Compensation
                    Table.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                                                            VALUE OF
                                                                                           UNEXERCISED
                                                            NUMBER OF                     IN-THE-MONEY
                            NUMBER OF                   UNEXERCISED OPTIONS                OPTIONS AT
                              SHARES                        AT YEAR END                 FISCAL YEAR END (1)
                           ACQUIRED ON        VALUE     ------------------------------- -----------------------------
    NAME                     EXERCISE      REALIZED     EXERCISABLE   UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
    ----------------------------------------------------------------- --------------- --------------- ---------------
<S>                            <C>          <C>            <C>            <C>
    Muriel F. Siebert           --            --            --             --              --              --
    Daniel Jacobson             --            --           8,000         12,000            --              --
    Nicholas P. Dermigny        --            --         136,000         56,000         $221,000        $91,000
    Mitchell M. Cohen          2,000        $28,232        2,000          6,000            --              --
    Daniel Iesu                1,600         26,274       12,000         28,800           19,500         46,800
</TABLE>
- ----------------------
  (1) The dollar values have been calculated by determining the difference
      between the closing price of our common stock at December 31, 2000, $4.125
      per share, and the exercise prices of the options.

RESTRICTED STOCK
AWARD PLAN:         Our 1999 Restricted  Stock Award Plan provides for awards to
                    key  employees of not more than 60,000  shares of our common
                    stock,  subject  to  adjustments  for  stock  splits,  stock
                    dividends  and other  changes in our  capitalization,  to be
                    issued  either  immediately  after  the award or at a future
                    date.  As of December 31, 2000,  41,400 shares of our common
                    stock under the Restricted Stock Award Plan had been awarded
                    and were outstanding. 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 us for
                    the  benefit  of  the   recipients,   subject  to  the  same
                    restrictions  as  the  award.   These   dividends   (without
                    interest)  are  paid to the  recipients  upon  lapse  of the
                    restrictions.

EMPLOYMENT
AGREEMENT:          We entered into an Employment  Agreement in 1999 with Daniel
                    Jacobson,  our Vice Chairman.  The agreement provides for an
                    annual base salary of $185,000  plus such  bonuses as may be
                    authorized from time to time by our Board of Directors.  The
                    agreement  has an initial  three year term,  with  automatic
                    extensions  of one year unless  terminated.  If we terminate
                    the  agreement  other  than  for  "cause"  or the  permanent
                    disability or death of Mr. Jacobson,  he will be entitled to
                    continue  to  receive  his base  salary  for a period of (1)
                    three years if the  termination  occurs during the first two
                    years of the  agreement,  (2) two  years if the  termination
                    occurs  during years three or four of the  agreement (3) and
                    one  year  if  the  termination  occurs  thereafter.  If  we
                    terminate the  agreement due to the permanent  disability of
                    Mr. Jacobson, he will be entitled to continue to receive his
                    base salary for a period of one year. In accordance with the
                    agreement,  we also  granted  an option to  purchase  20,000
                    shares of our common  stock to Mr.  Jacobson  at an exercise
                    price of $32.50 per share.


                                       5

<PAGE>

DIRECTOR
COMPENSATION:       During   2000,   our   non-employee    directors    received
                    compensation for service on our Board of $10,000.  We do not
                    compensate  our  employees or employees of our  subsidiaries
                    who serve as directors.

                    Effective in the second  quarter of 2001, the annual fee for
                    non-employee  directors is $20,000.  The chairs of the Audit
                    and Compensation Committees receive an additional annual fee
                    of $5,000 and the members of the Executive Committee receive
                    an additional annual fee of $5,000.

                    Directors' fees are paid quarterly.

                    We intend to appoint an additional  non-employee director by
                    June 14, 2001.

COMPENSATION
COMMITTEE REPORT
TO STOCKHOLDERS:    This report of our  Compensation  Committee  of the Board of
                    Directors  shall not be deemed  incorporated by reference by
                    any general statement  incorporating by reference this proxy
                    statement  into any filing under the Securities Act of 1933,
                    or under the Securities  Exchange Act of 1934, except to the
                    extent that we specifically  incorporate this information by
                    reference,  and shall not  otherwise  be deemed  filed under
                    these acts.

                    Our Compensation  Committee currently consists of Ms. Francy
                    and Ms. Macon,  Chairwoman.  The committee  administers  our
                    executive   compensation   programs,    monitors   corporate
                    performance   and  its   relationship   to  compensation  of
                    executive  officers,  and makes appropriate  recommendations
                    concerning matters of executive compensation.

                    Compensation   Philosophy:   We   believe   that   executive
                    compensation   should  be  closely   related  to   increased
                    shareholder  value. One of our strengths that contributes to
                    our successes is a strong  management team. Our compensation
                    program  is  designed  to enable us to  attract,  retain and
                    reward capable employees who can contribute to our continued
                    success,   principally  by  linking  compensation  with  the
                    attainment  of key  business  objectives.  Accordingly,  our
                    executive   compensation  program  is  designed  to  provide
                    competitive  compensation,  support our  strategic  business
                    goals and reflect our performance.

                    Our compensation program reflects the following principles:

                    o    Compensation  should  encourage  increased  shareholder
                         value.



                                       6

<PAGE>

                    o    Compensation  programs  should  support  our short- and
                         long-term strategic business goals and objectives.

                    o    Compensation  programs  should  reflect and promote our
                         values   and   reward   individuals   for   outstanding
                         contributions toward business goals.

                    o    Compensation  programs  should enable us to attract and
                         retain highly qualified professionals.

                    Pay Mix  and  Measurement:  Our  executive  compensation  is
                    comprised  of two  components,  base salary and  incentives,
                    each of which is intended to serve the overall  compensation
                    philosophy.

                    The  Chief  Executive   Officer   requested  that  her  cash
                    compensation for the year 2000 be limited to $150,000.

                    The  Company's  philosophy  is to keep base  salaries on the
                    lower end of what is  considered  standard for the industry,
                    and to be  flexible  with  bonuses  when  the  circumstances
                    warrant.

                    The  Committee  reviews  and  approves  our Chief  Executive
                    Officer's  recommendation  of  salaries  and bonuses for our
                    senior  executives.  In performing its review, the Committee
                    has  separate   discussions  with  each  of  the  executives
                    concerning   their  own   duties  and  those  of  the  other
                    executives  under  review.  Bonuses,  except  for  our  Vice
                    Chairman's,  are awarded for calendar year  performance  and
                    take into account the  accomplishments  of the executive and
                    the Company's overall performance. Our Vice Chairman's bonus
                    is on fiscal year basis  ending  April 30 and has not as yet
                    been determined.

                    Stock options are awarded to some executives upon employment
                    and generally  vest over a five-year  period.  No options on
                    shares were awarded during 2000.

                    Specific  salary and incentive  amounts are disclosed in the
                    Summary Compensation Table.

                    Compensation Committee,
                    Patricia L. Francy
                    Jane H. Macon, Chairwoman

AUDIT COMMITTEE
REPORT TO
STOCKHOLDERS:       The  Audit   Committee  has  reviewed  and  discussed   with
                    management the audited financial  statements for fiscal year
                    ended  December  31,  2000.  The  Audit  Committee  has also
                    discussed  with  the  Company's   independent  auditors  the
                    matters  required to be  discussed  by Statement on Auditing
                    Standards No. 61,  "Communications  with Audit  Committees."
                    Additionally,  the Audit  Committee has received the written
                    disclosures   and   representations   from  the  independent
                    auditors  required by Independence  Standards Board Standard
                    No. 1, "Independence Discussions with Audit Committees," and
                    has discussed with the independent  auditors the independent
                    auditor's independence.


                                       7

<PAGE>

                    Based on the review and discussions  referred to within this
                    report,  the Audit  Committee  recommended to the Board that
                    the  audited  financial  statements  for  fiscal  year ended
                    December  31, 2000 be included in the  Corporation's  Annual
                    Report on Form 10-K for the fiscal year ended  December  31,
                    2000 for filing with the Securities and Exchange Commission.

                    Audit Committee,
                    Patricia L. Francy, Chairwoman
                    Jane H. Macon

CERTAIN RELATIONSHIPS
AND RELATED
TRANSACTIONS:       In 1999,  Ms. Siebert also pledged some of her shares of our
                    common  stock  as  collateral  for  the  obligations  of our
                    subsidiary, Siebert, Brandford, Shank & Co., L.L.C., or SBS,
                    under a $5,000,000 Revolving Subordinated Loan Agreement. We
                    hold a 49%  equity  interest  in SBS.  This debt was  repaid
                    during 2000.

                    The  foregoing  transaction  was  approved by the Board or a
                    committee  of the Board or by the  shareholders  and, to the
                    extent   that   this    arrangement   was   available   from
                    non-affiliated  parties, is on terms no less favorable to us
                    than those available from non-affiliated parties.

OUR PERFORMANCE:    The stock price  performance graph below shall not be deemed
                    incorporated   by   reference   by  any  general   statement
                    incorporating  by reference  this proxy  statement  into any
                    filing under the  Securities  Act or under the Exchange Act,
                    except  to  the  extent  we  specifically  incorporate  this
                    information by reference,  and shall not otherwise be deemed
                    filed under these acts.



                                       8

<PAGE>

                COMPARISON OF 49 MONTH CUMULATIVE TOTAL RETURN*
      AMONG SIEBERT FINANCIAL CORP., THE NASDAQ STOCK MARKET (U.S.) INDEX,
            THE DOW JONES SECURITIES BROKERS INDEX AND A PEER GROUP


                             [GRAPH OBJECT OMITTED]

<TABLE>
<CAPTION>
                                                  Cumulative Total Return
                               -------------------------------------------------------------
                               11/12/1996    12/96     12/97     12/98     12/99     12/00

<S>                                <C>       <C>       <C>       <C>       <C>       <C>
SIEBERT FINANCIAL CORP.            100.00    91.15     78.41     319.00    506.59    142.37
NASDAQ STOCK MARKET (U.S.)         100.00   103.02    126.18     177.91    330.62    198.77
DOW JONES SECURITIES BROKERS       100.00   107.67    196.76     229.82    357.92    444.20
PEER GROUP                         100.00   101.31    107.07     118.86    145.68    119.32
</TABLE>


* $100 INVESTED ON 11/12/96 IN STOCK OR INDEX -
  INCLUDING REINVESTMENT OF DIVIDENDS.
  FISCAL YEAR ENDING DECEMBER 31.


                    The above graph compares our  performance  from November 12,
                    1996,  the date  that our  common  stock  commenced  trading
                    publicly, through December 31, 2000, against the performance
                    of the Nasdaq Market Index the Dow Jones Securities  Brokers
                    Index and a peer  group.  The peer  group  consists  of A.B.
                    Watley Group Inc.,  Ameritrade  Holding  Corp.,  CSFBdirect,
                    E-Trade  Group,  Inc.,  TD  Waterhouse  Group,  Inc. and Web
                    Street,  Inc.  The Dow  Jones  Securities  Broker  Index  is
                    included   because  it  was  utilized  in  our  prior  proxy
                    statement for our 2000 Annual  Meeting of  Shareholders.  We
                    decided  to  change  from the Dow Jones  Securities  Brokers
                    Index to a peer group because we believe that the peer group
                    is more indicative of performance in our industry.



                                       9

<PAGE>


   SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

MANAGEMENT
OWNERSHIP:          The  following  table  lists share  ownership  of our common
                    stock  as  of  March  31,  2001.  The  information  includes
                    beneficial  ownership by each of our directors and executive
                    officers, by all directors and executive officers as a group
                    and  beneficial  owners known by our  management  to hold at
                    least 5% of our common stock. To our knowledge,  each person
                    named in the table has sole voting and investment power with
                    respect to all shares of common stock shown as  beneficially
                    owned by them.  Any  information  in the table on beneficial
                    owners known by management to hold at least 5% of our common
                    stock  is  based  on  information  furnished  to us by  such
                    persons or groups and statements filed with the SEC.


<TABLE>
<CAPTION>
                                                            SHARES OF                 PERCENT OF
NAME OF BENEFICIAL OWNER(1)                                COMMON STOCK          CLASS(      2)
- -------------------------------------------------- ----------------------------- ----------------------

<S>                                                          <C>                         <C>
Muriel F. Siebert                                            19,878,700                  88.3%

Mitchell M. Cohen                                                 2,000  (3)               *

Nicholas P. Dermigny                                            136,000  (4)               *

Daniel Iesu                                                      40,800  (5)               *

Daniel Jacobson                                                  13,000  (6)               *

Patricia L. Francy (a)(d)(e)                                     20,000  (7)               *


Jane H. Macon (b)(c)(e)                                          21,000  (8)               *

Directors and executive officers as a group                  20,111,500  (9)             89.4%
(seven persons)
</TABLE>



(1)  The  address for each  person  named in the table is c/o Siebert  Financial
     Corp., 885 Third Avenue, New York, New York 10022.

(2)  Percentages  are computed in accordance  with Rule 13d-3 under the Exchange
     Act.

(3)  Consists of 2,000  shares of our common  stock that Mr. Cohen has the right
     to acquire pursuant to a stock option grant.

(4)  Consists of 136,000  shares of our common  stock that Mr.  Dermigny has the
     right to acquire pursuant to a stock option grant.

(5)  Consists of 40,800  shares of our common  stock that Mr. Iesu has the right
     to acquire pursuant to a stock option grant.

(6)  Includes  8,000 shares of our common stock that Mr.  Jacobson has the right
     to acquire pursuant to a stock option grant.


(7)  Consists of 20,000 shares of our common stock that Ms. Francy has the right
     to acquire pursuant to a stock option grant.

(8)  Includes  20,000 shares of our common stock that Ms. Macon has the right to
     acquire pursuant to a stock option grant.

(9)  Includes  options to purchase an aggregate of 206,800  shares of our common
     stock described above.


* Less than 1%

(a)    Chairwoman of the Audit Committee.
(b)    Chairwoman of the Compensation Committee.
(c)    Member of the Audit Committee.
(d)    Member of Compensation Committee.
(e)    Member of Executive Committee.



                                       10

<PAGE>



                                   PROPOSAL 1:

                              ELECTION OF DIRECTORS

GENERALLY:          Our Board  nominated  five  directors  for  election  at the
                    meeting.  Each  nominee  currently  is serving as one of our
                    directors. If you re-elect them, they will hold office until
                    the next annual meeting or until their  successors have been
                    elected.

NOMINEES:           MURIEL F. SIEBERT
                    Age 68

                    Muriel  Siebert  has  been  Chairwoman,   President,   Chief
                    Executive  Officer and a director  of Muriel  Siebert & Co.,
                    Inc.  since  1967  and the  Siebert  Financial  Corp.  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 Commission of Judicial  Nomination and the Boy
                    Scouts of  Greater  New  York.  Ms.  Siebert  is also on the
                    executive committee of the Economic Club of New York.

                    NICHOLAS P. DERMIGNY
                    Age 43

                    Nicholas  Dermigny has been our Executive Vice President and
                    Chief Operating  Officer since joining us in 1989.  Prior to
                    1993, he was responsible  for our retail discount  division.
                    Mr.  Dermigny  became an officer and director on November 8,
                    1996.

                    PATRICIA L. FRANCY
                    Age 55

                    Patricia  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 on March 11, 1997.


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


                                       11

<PAGE>

                    JANE H. MACON
                    Age 54

                    Jane  Macon is a partner  with the law firm of  Fulbright  &
                    Jaworski L.L.P.,  San Antonio,  Texas.  Fulbright & Jaworski
                    L.L.P.  provides  legal  services to us. Ms.  Macon became a
                    director on November 8, 1996.

                    DANIEL JACOBSON
                    Age 72

                    Daniel  Jacobson has been our Vice Chairman  since May 1999.
                    Prior to joining us, Mr.  Jacobson  was a partner at Richard
                    A. Eisner & Company, LLP. Mr. Jacobson is also a director of
                    Barnwell Industries, Inc. Mr. Jacobson became an officer and
                    a director on May 3, 1999.



BOARD MEETINGS:     In 2000,  the Board held four meetings and acted one time by
                    unanimous written consent.  Each incumbent director attended
                    at least 75% of his or her Board  meetings and all of his or
                    her committee meetings.

BOARD COMMITTEES:   The Audit  Committee  held five  meetings  during 2000.  The
                    Audit Committee of our Board of Directors currently consists
                    of Ms.  Macon  and Ms.  Francy,  Chairwoman.  Our  Board  of
                    Directors  adopted the Audit  Committee  charter,  a copy of
                    which is annexed to this proxy statement as ANNEX A.

                    The  Audit   Committee   provides   independent,   objective
                    oversight of the accounting functions and internal controls.
                    The Committee is comprised  solely of independent  directors
                    who are  qualified for service under the rules of the Nasdaq
                    Stock Market.

                    The Compensation Committee held five meetings during 2000.

SECTION 16(A)
BENEFICIAL OWNERSHIP
REPORTING
COMPLIANCE:         Section  16(a) of the Exchange  Act  requires our  executive
                    officers and directors and persons who beneficially own more
                    than 10% of our  common  stock to file  initial  reports  of
                    ownership  and  reports  of changes  in  ownership  with the
                    Securities   and  Exchange   Commission.   These   executive
                    officers, directors and shareholders are required by the SEC
                    to furnish us with  copies of all  Section  16(a) forms they
                    file.

                    Based  solely  upon a  review  of the  copies  of the  forms
                    furnished  to us, we believe  that  during  fiscal  2000 all
                    Section   16(a)  filing   requirements   applicable  to  our
                    executive   officers,   directors   and  greater   than  10%
                    beneficial owners were complied with on a timely basis.


                                       12

<PAGE>



INDEMNIFICATION OF
OFFICERS AND
DIRECTORS:          We indemnify  our  executive  officers and  directors to the
                    extent  permitted  by  applicable  law  against  liabilities
                    incurred  as a result  of their  service  to us and  against
                    liabilities  incurred  as  a  result  of  their  service  as
                    directors of other corporations when serving at our request.
                    We have a directors and officers liability insurance policy,
                    underwritten  by  Executive  Risk  Indemnity,  Inc.,  in the
                    aggregate amount of $10 million. As to reimbursements by the
                    insurer of our  indemnification  expenses,  the policy has a
                    $150,000  deductible;  there is no  deductible  for  covered
                    liabilities  of  individual   directors  and  officers.   In
                    addition, we have an excess directors and officers liability
                    insurance   policy,   underwritten  by  the  Gulf  Insurance
                    Company, in the amount of $5 million.

VOTE REQUIRED:      The five  nominees  for  director who receive the most votes
                    will be elected.  The enclosed  proxy allows you to vote for
                    the  election of all of the  nominees  listed,  to "withhold
                    authority  to vote"  for one or more of the  nominees  or to
                    "withhold authority to vote" for all of the nominees.

                    If you indicate "withhold authority to vote" for any nominee
                    on your proxy card,  your vote will not count  either for or
                    against the nominee.  Also,  if your broker does not vote on
                    any  of  the  proposals,  it  will  have  no  effect  on the
                    election.

                    The persons named in the enclosed proxy intend to vote "FOR"
                    the  election of all of the  nominees.  Each of the nominees
                    currently  serves  as a  director  and has  consented  to be
                    nominated.  We do not foresee that any of the nominees  will
                    be unable or  unwilling  to serve,  but if such a  situation
                    should arise your proxy will vote in accordance  with his or
                    her best judgment.

          THE BOARD DEEMS  "PROPOSAL 1: ELECTION OF DIRECTORS" TO BE IN THE BEST
          INTERESTS  OF  SIEBERT   FINANCIAL  CORP.  AND  ITS  SHAREHOLDERS  AND
          RECOMMENDS  THAT YOU VOTE "FOR" THE  ELECTION OF EACH OF THE  NOMINEES
          FOR DIRECTOR.


                                       13


<PAGE>


                     RELATIONSHIP WITH INDEPENDENT AUDITORS

Richard A. Eisner & Company, LLP currently serves as our independent auditors. A
representative of Richard A. Eisner & Company, LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if he desires to do so,
and will respond to appropriate questions from stockholders.

AUDIT FEES

The aggregate fees billed for professional services rendered for the audit of
our audited financial statements for the year ended December 31, 2000 and
reviews of the financial statements for the first three fiscal quarters of 2000
was $69,000.

ALL OTHER FEES

The aggregate fees billed by Richard A. Eisner & Company, LLP during the year
ended December 31, 2000 for other services totaled $45,000. These services
included tax planning and compliance and other non-financial statement audit
services.

Our audit committee has determined that the services described above that were
rendered by Richard A. Eisner & Company, LLP are compatible with the maintenance
of Richard A. Eisner Company, LLP's independence from our management.

                SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

If you wish to submit proposals to be presented at the 2002 Annual Meeting of
our shareholders, the proposals must be received by us no later than January 11,
2002 for them to be included in our proxy materials for that meeting.

                                  OTHER MATTERS

The Board does not know of any other matters to be presented at the meeting. If
any additional matters are properly presented to the shareholders for action at
the meeting, the persons named in the enclosed proxies and acting thereunder
will have discretion to vote on these matters in accordance with their own
judgment.

YOU MAY OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2000 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WITHOUT CHARGE BY WRITING TO: DANIEL IESU, SECRETARY, SIEBERT FINANCIAL CORP.,
885 THIRD AVENUE, SUITE 1720, NEW YORK, NEW YORK 10022 OR CALLING 800-872-0711.


                                       14

<PAGE>


                                      By Order of the Board of Directors

                                      Daniel Iesu
                                      SECRETARY

Dated: May 11, 2001


                   PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
             PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

                      PLEASE VOTE - YOUR VOTE IS IMPORTANT



                                       15


<PAGE>


                                     ANNEX A

                             AUDIT COMMITTEE CHARTER
                             SIEBERT FINANCIAL CORP.

The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's independent auditors.

There shall be at least two, until June 15, 2001, and three thereafter, members
of the Audit Committee. The members of the Audit Committee shall meet the
independence and experience requirements of NASDAQ, or any Stock Exchange on
which the company's shares are listed for trading. If the Board of Directors
appoints one member who does not meet those requirements the company shall
disclose in its Proxy Statement the nature of the relationship that makes that
individual not independent and the reasons for the Board's determination to
appoint that director to the audit committee.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1.   Review and reassess the adequacy of this Charter  annually and submit it to
     the Board for approval.

2.   Review the annual audited financial statements with management,
     including major issues regarding accounting and auditing principles and
     practices as well as the adequacy of internal controls that could
     significantly affect the Company's financial statements.

3.   Review an analysis prepared by management and the independent
     auditor of significant financial reporting issues and judgments made in
     connection with the preparation of the Company's financial statements.

4.   Review with management and the independent auditor the Company's
     quarterly financial statements prior to the release of quarterly earnings.
     The chairman of the Committee may represent the entire Audit Committee for
     the purposes of this review, which may be done in person or by telephonic
     conference.

5.   Meet periodically with management, in person or by telephone, to
     review the Company's major financial risk exposures and the steps
     management has taken to monitor and control such exposures.



                                      A-1

<PAGE>



6.   Review major changes to the Company's  auditing and  accounting  principles
     and practices as suggested by the independent auditor or management.

7.   Recommend to the Board the  appointment of the independent  auditor,  which
     firm is ultimately accountable to the Audit Committee and the Board.

8.   Approve the fees to be paid to the independent auditor.

9.   Receive  periodic  reports  from  the  independent  auditor  regarding  the
     auditor's  independence,  discuss such reports with the auditor,  and if so
     determined  by  the  Audit   Committee,   recommend  that  the  Board  take
     appropriate action to enhance the independence of the auditor.

10.  Evaluate the performance of the  independent  auditor and, if so determined
     by the Audit  Committee,  recommend that the Board replace the  independent
     auditor.

11.  Meet with the independent auditor prior to the audit to review the planning
     and staffing of the audit.

12.  Obtain  from the  independent  auditor  assurance  that  Section 10A of the
     Private Securities Litigation Reform Act of 1995 has not been implicated.

13.  Discuss with the independent  auditor the matters  required to be discussed
     by Statement on Auditing Standards No. 61, as modified or amended, relating
     to the conduct of the audit.

14.  Review with the independent auditor any problems or difficulties the
     auditor may have encountered and any management letter provided by the
     auditor and the Company's response to that letter. Such review should
     include:

         Any difficulties encountered in the course of the audit work, including
         any restrictions on the scope of activities or access to required
         information.

         Any changes required in the planned scope of the audit.

15.  Prepare the report  required by the rules of the  Securities  and  Exchange
     Commission to be included in the Company's annual proxy statement.

16.  Advise the Board with  respect to the  Company's  policies  and  procedures
     regarding  compliance  with  applicable  laws and  regulations and with the
     Company's Code of Conduct.

17.  Review with the  Company's  General  Counsel  legal matters that may have a
     material  impact on the  financial  statements,  the  Company's  compliance
     policies and any material reports or inquiries  received from regulators or
     governmental agencies.

18.  Meet at least annually with the chief financial officer and the independent
     auditor in separate executive sessions.


                                      A-2



<PAGE>

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.




                                      A-3


<PAGE>

[X]  PLEASE MARK YOUR
     VOTES AS IN THIS
     EXAMPLE

                         FOR ALL  NOMINEES             WITHHOLD AUTHORITY
                         LISTED BELOW                  (to vote for all
                         (except as marked to           nominees listed below)
                          the contrary below):


1. ELECTION OF DIRECTORS          [   ]                     [   ]




NOMINEES:       Muriel F. Siebert,
                Nicholas P. Dermigny,
                Patricia L. Francy,
                Jane H. Macon and
                Daniel Jacobson


2.   In their discretion on any other
     business which may properly come
     before the meeting or any
     adjournments thereof.




INSTRUCTION:  To withhold authority to vote
              for any individual nominee,
              write that nominee's name on
              the space provided below).


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



- -----------------------------------------------------
Signature of Stockholder


Date:
     ------------------------, 2001


- -----------------------------------------------------
Signature of Joint Owner, if any


Date:
     ------------------------, 2001


Please  sign  exactly as your name  appears  above.  When  signing as  attorney,
executor,  administrator,  trustee or  guardian,  please give your full title as
such.  Votes MUST be indicated (X) in black or blue ink.  PLEASE SIGN AND RETURN
IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.




Network Financial Printing, Inc.  212-624-1110



<PAGE>






                            SIEBERT FINANCIAL CORP.
                                     PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                 ANNUAL MEETING OF SHAREHOLDERS - JUNE 4, 2001

     The undersigned  hereby appoint Daniel Iesu and Mitchell M. Cohen, and each
of them, the proxies of the  undersigned,  with power of substitution to each of
them to vote all shares of Siebert  Financial  Corp.  which the  undersigned  is
entitled  to vote at the Annual  Meeting of  Shareholders  of Siebert  Financial
Corp. to be held at The Harmonie Club, 4 East 60th Street, New York, New York on
Thursday,  June 4,  2001 at 10:00  A.M.,  local  time,  and at any  adjournments
thereof.

     UNLESS OTHERWISE  SPECIFIED IN THE SPACES PROVIDED,  THE UNDERSIGNED'S VOTE
WILL BE CAST FOR ITEM (1).



          (Continued, and to be signed and dated, on the reverse side)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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