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<SEC-DOCUMENT>0001089355-02-000322.txt : 20020506
<SEC-HEADER>0001089355-02-000322.hdr.sgml : 20020506
ACCESSION NUMBER:		0001089355-02-000322
CONFORMED SUBMISSION TYPE:	DEFR14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020506

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:		1934 Act
		SEC FILE NUMBER:	000-05703
		FILM NUMBER:		02635183

	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>sieb_defr14a-7793.txt
<DESCRIPTION>DEFR14A
<TEXT>
                             SIEBERT FINANCIAL CORP.

                    SCHEDULE 14A INFORMATION PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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, 2002

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 Tuesday,  June 4, 2002 at 10:00 a.m., local time.
The meeting's purpose is to:


     1.   Elect seven directors;



     2.   Vote on a proposal  to approve  amendments  to the  Siebert  Financial
          Corp. 1997 Stock Option Plan to: (a) increase the aggregate  number of
          shares available for issuance  thereunder from 2,100,000 to 4,200,000,
          (b)  increase  the  aggregate  number of shares that may be covered by
          option grants to any  participant  during any twelve month period from
          400,000 to 750,000, (c) permit the Board of Directors to grant options
          to our non-employee  directors,  and (d) make certain other changes to
          the terms of the 1997 Stock Option Plan; and


     3.   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 Wednesday, April 17, 2002.

         Along with the attached Proxy  Statement,  we are also enclosing a copy
of our  2001  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 6, 2002



<PAGE>



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

                 PROXY STATEMENT FOR THE 2001 ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD ON JUNE 4, 2002

                 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

ANNUAL MEETING:            June 4, 2002                      The Harmonie Club
                           10:00 a.m., local time.           4 East 60th Street
                                                             New York, New York

RECORD DATE:   Close of business on  Wednesday,  April 17,  2002.  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  22,389,247
               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 our 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 seven directors.

               2.   Vote on a proposal  to  approve  amendments  to the  Siebert
                    Financial  Corp. 1997 Stock Option Plan to: (a) increase the
                    aggregate number of shares available for issuance thereunder
                    from  2,100,000 to  4,200,000,  (b)  increase the  aggregate
                    number of shares that may be covered by option grants to any
                    participant  during any twelve  month period from 400,000 to
                    750,000,  (c) permit the Board of Directors to grant options
                    to our  non-employee  directors,  and (d) make certain other
                    changes to the terms of the 1997 Stock Option Plan.





<PAGE>

               3.   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 seven  nominees  for director who receive the most votes
                    will be elected.  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.



                    Proposal 2:

                    The amendments to the 1997 Stock Option Plan will be adopted
                    by an  affirmative  vote of the holders of our common  stock
                    present  in person  or  represented  by proxy at the  Annual
                    Meeting.  If you indicate  "withhold  authority to vote" for
                    the  amendments  to the plan on your proxy  card,  your vote
                    will not count  either for or against  the  adoption  of the
                    amendments to the plan.

BROKER NON-VOTES:   If you hold your common stock  through a nominee,  generally
                    the nominee may vote the common  stock that it holds for you
                    only in accordance with your  instructions.  Brokers who are
                    members of the National  Association of Securities  Dealers,
                    Inc. may not vote shares held by them in nominee name unless
                    they are  permitted to do so under the rules of any national
                    securities  exchange  to which they  belong.  Under New York
                    Stock Exchange  rules, a member broker that has  transmitted
                    proxy soliciting materials to a beneficial owner may vote on
                    matters that the Exchange  has  determined  to be routine if
                    the beneficial owner has not provided the broker with voting
                    instructions  within ten days of the  meeting.  If a nominee
                    cannot  vote  on a  particular  matter  because  it  is  not
                    routine, there is a "broker non-vote" on that matter. Broker
                    non-votes  count for  quorum  purposes,  but we do not count
                    either  abstentions  or  broker  non-votes  as votes  for or
                    against any 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  and "FOR" the proposed  amendments  to the Siebert
                    Financial Corp. 1997 Stock Option Plan.


                    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.

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:

                    1.   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;

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


                                       2
<PAGE>

                    3.   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.
                    Although we may not  respond on an  individual  basis,  your
                    comments  help us to measure your  satisfaction,  and we may
                    benefit from your suggestions.


                                       3
<PAGE>

                  EXECUTIVE COMPENSATION AND OTHER INFORMATION


EXECUTIVE
COMPENSATION:       The following  table shows  salaries and bonuses paid during
                    the last three years to our Chief Executive  Officer and our
                    other executive officers whose total annual salary and bonus
                    during 2001 exceeded $100,000.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                              ANNUAL COMPENSATION        LONG-TERM COMPENSATION

                                                                                       RESTRICTED
                                                                       SECURITIES        STOCK
                                                                       UNDERLYING        AWARDS      ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR      SALARY        BONUS      STOCK OPTIONS                 COMPENSATION
- ------------------------------------------------------------------------------------------------------------------

<S>                                <C>      <C>            <C>             <C>           <C>      <C>
Muriel F. Siebert                  2001     $150,000        --             --             --            --
Chairwoman, President and          2000      150,000        --             --             --            --
Chief Executive Officer            1999      150,000        --             --             --            --

Daniel Jacobson                    2001      185,000        --             --             --            --
Vice Chairman                      2000      185,000       $100,000        --             --            --
                                   1999      124,519(1)     --            20,000          --            --


Nicholas P. Dermigny               2001      185,000        145,000        --             --            --
Executive Vice President and       2000      185,000        165,000        --             --            --
Chief Operating Officer            1999      185,000        175,000        --             --            --


Mitchell M. Cohen                  2001      165,000        145,000        --             --            --
Executive Vice President,          2000      165,000        145,000        --             --            --
Chief Financial Officer and        1999      121,538        125,000        --             --            --
Assistant Secretary

Daniel Iesu                        2001       70,000         90,000      40,000           --            --
Secretary                          2000       70,000         80,000        --             --            --
                                   1999       70,000         65,000        --             --            --
- ----------------------
</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.

STOCK OPTIONS:      See  "Proposal  2" for a  description  of the  terms  of the
                    Siebert  Financial  Corp.  1997  Stock  Option  Plan and the
                    proposed amendments to the plan.



                                       4
<PAGE>

                    The following table sets forth  information on option grants
                    in the fiscal  year ended  December  31, 2001 to the persons
                    named in the Summary Compensation Table.

                      OPTION GRANTS IN LAST FISCAL YEAR(1)

<TABLE>
<CAPTION>
                              NUMBER OF         % OF                                 POTENTIAL REALIZABLE VALUE
                              SECURITIES   TOTAL OPTIONS                             AT ASSUMED ANNUAL RATES OF
                              UNDERLYING     GRANTED TO    EXERCISE OR                STOCK PRICE APPRECIATION
                               OPTIONS      EMPLOYEES IN   BASE PRICE   EXPIRATION       FOR OPTION TERM (2)
    NAME                       GRANTED      FISCAL YEAR     PER SHARE      DATE           5%           10%
    ----                       -------      -----------     ---------      ----           --           ---
<S>                             <C>             <C>           <C>        <C>           <C>           <C>

Muriel F. Siebert                 --             --            --           --            --           --
Daniel Jacobson                   --             --            --           --            --           --
Nicholas P. Dermigny              --             --            --           --            --           --
Mitchell M. Cohen                 --             --            --           --            --           --
Daniel Iesu                     40,000          11.4%         $5.33      02/27/11      $134,000      $339,600
</TABLE>

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


(1)  Amounts in the table do not reflect  the April 19,  2002 option  grants set
     forth in the "New Plan  Benefits"  table  under  Proposal  2 of this  proxy
     statement.  The Compensation  Committee granted Muriel F. Siebert an option
     to  purchase  750,000  shares,  subject  to  shareholder  approval  of  the
     amendments  to our 1997  Stock  Option  Plan.  The  Compensation  Committee
     further granted our executive officers options to purchase shares of common
     stock in the following amounts:  Daniel Jacobson 40,000 shares, Nicholas P.
     Dermigny 100,000 shares and Mitchell M. Cohen 100,000 shares.


(2)  Amounts reflected in these columns represent  hypothetical  values that may
     be  realized  upon  exercise  of  the  options  immediately  prior  to  the
     expiration of their term,  assuming the specified annually compounded rates
     of  appreciation  of our common stock over the term of the  options.  These
     numbers  are  calculated  based  on rules  adopted  by the  Securities  and
     Exchange  Commission.  Actual gains, if any, on stock option  exercises and
     common stock  holdings are dependent on the timing of such exercise and the
     future performance of our common stock.

                           The  following  table sets forth at December 31, 2001
                           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                          NUMBER OF                      IN-THE-MONEY
                           SHARES                       UNEXERCISED OPTIONS                  OPTIONS AT
                         ACQUIRED ON     VALUE              AT YEAR END                 FISCAL YEAR END (1)
                                                   ------------------------------- -------------------------------
    NAME                     EXERCISE      REALIZED     EXERCISABLE   UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
    ----------------------------------------------------------------- --------------- --------------- ---------------
<S>                              <C>         <C>           <C>              <C>           <C>             <C>
    Muriel F. Siebert            0            --            --             --              --              --
    Daniel Jacobson              0            --           12,000          8,000           --              --
    Nicholas P. Dermigny         0            --          184,000          8,000         $325,340        $13,200
    Mitchell M. Cohen            0            --            4,000          4,000           --              --
    Daniel Iesu                  0            --           39,200         43,200           64,680         5,280
- ----------------------
</TABLE>

  (1) The dollar  values have been  calculated  by  determining  the  difference
      between the closing price of our common stock at December 31, 2001,  $4.15
      per share, and the exercise prices of the options.



                                       5
<PAGE>

RESTRICTED STOCK
AWARD PLAN:         Our 1998 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, 2001,  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) two
                    years if the  termination  occurs during years three or four
                    of the agreement and (2) 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  under our 1997 Stock  Option  Plan at an  exercise
                    price of $32.50 per share.

DIRECTOR
COMPENSATION:       During   2001,   our   non-employee    directors    received
                    compensation for service on our Board of $20,000.  We do not
                    compensate  our  employees or employees of our  subsidiaries
                    who serve as directors. Further, 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.  Please see the "New Plan  Benefits"  table under
                    Proposal 2 of this proxy  statement  for options  granted to
                    non-employee  directors  on April 19,  2002 and May 2, 2002,
                    subject to  shareholder  approval of the  amendments  to our
                    1997 Stock Option Plan.




                                       6
<PAGE>

COMPENSATION
COMMITTEE REPORT
TO SHAREHOLDERS:    Our Compensation Committee currently consists of Ms. Francy,
                    Ms.  Peterson  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.

                    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  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  Chief  Executive   Officer   requested  that  her  cash
                    compensation for the year 2001 be limited to $150,000.

                    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.



                                       7
<PAGE>

                    Stock options are awarded to some executives upon employment
                    and generally vest over a five-year period. During 2001, the
                    only  option  grant was to Daniel  Iesu to  purchase  40,000
                    shares at $5.33 per share.

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

                    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.

                    Compensation Committee,
                    Patricia L. Francy
                    Jane H. Macon, Chairwoman
                    Nancy S. Peterson

AUDIT COMMITTEE
REPORT TO
SHAREHOLDERS:       The  Audit   Committee  has  reviewed  and  discussed   with
                    management the audited financial  statements for fiscal year
                    ended  December  31,  2001.  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,"
                    including the Company's critical accounting policies and the
                    interests,  if any,  of the Company in "off  balance  sheet"
                    entities. 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.

                    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, 2001 be included in Siebert  Financial's Annual
                    Report  on Form  10-K for  filing  with the  Securities  and
                    Exchange Commission.

                    Audit Committee,
                    Patricia L. Francy, Chairwoman
                    Jane H. Macon
                    Nancy S. Peterson

CERTAIN RELATIONSHIPS
AND RELATED
TRANSACTIONS:       We  have  entered  into a  Secured  Demand  Note  Collateral
                    Agreement with Siebert, Brandford, Shank & Co., LLC, or SBS,
                    a company in which we hold a 49% ownership  interest,  under
                    which we are  obligated to lend to SBS up to $1.2 million on
                    a secured  subordinated  basis.  Amounts pledged by us under
                    the  facility are  reflected  on our balance  sheet as "cash
                    equivalents  -  restricted".  SBS pays us  interest  on this
                    amount at the rate of 10% per annum. The facility expires on
                    August 31, 2003,  at which time SBS is obligated to repay to
                    us any amounts borrowed by SBS thereunder.



                                       8
<PAGE>

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  2001 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.

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.

                           [GRAPHIC OMITTED]

<TABLE>
<CAPTION>

                                          COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
                                              AMONG SIEBERT FINANCIAL CORP.,
                                     THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP

                                                          Cumulative Total Return
                                          ----------------------------------------------------------------------
                                               12/96      12/97       12/98      12/99       12/00       12/01

<S>                                            <C>          <C>        <C>        <C>        <C>         <C>
SIEBERT FINANCIAL CORP.                        100.00       86.03     349.99      555.81     156.20      157.15
NASDAQ STOCK MARKET (U.S.)                     100.00      122.48     172.68      320.89     193.01      153.15
PEER GROUP                                     100.00      197.69     400.01      616.19     564.98      338.27
</TABLE>


* $100  Invested  on  12/31/96  in stock or  index-  including  reinvestment  of
dividends. Fiscal year ending December 31.



                    The above graph compares our  performance  from December 31,
                    1996 through  December 31, 2001,  against the performance of
                    the Nasdaq  Market  Index and a peer  group.  The peer group
                    consists  of A.B.  Watley  Group  Inc.,  Ameritrade  Holding
                    Corporation,  E*Trade  Group,  Inc.  and The Charles  Schwab
                    Corporation.


                                       9
<PAGE>

           SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

MANAGEMENT
OWNERSHIP:

                    The  following  table  lists share  ownership  of our common
                    stock  as  of  March  31,  2002.  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


                                                           SHARES OF                 PERCENT OF
NAME OF BENEFICIAL OWNER(1)                                COMMON STOCK                  CLASS
- -------------------------------------------------- ----------------------------- ----------------------
<S>                                                          <C>                         <C>
Muriel F. Siebert (a)                                     19,878,700                     88.8%

Mitchell M. Cohen                                              4,000(2)                    *

Nicholas P. Dermigny                                         192,000(2)                    *

Daniel Iesu                                                   43,200(2)                    *

Daniel Jacobson                                               17,000(3)                    *

Patricia L. Francy (a)(b)(c)                                  20,000(2)                    *

Jane H. Macon (a)(d)(e)                                       21,000(4)                    *

Nancy S. Peterson (c)(e)                                       --                          *

Directors and executive officers as a group               20,175,900(5)                  89.0%
(eight 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)  Represents options to purchase shares of our common stock.

(3)  Includes  12,000 shares of our common stock that Mr. Jacobson has the right
     to acquire pursuant to a stock option grant.

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

(5)  Includes  options to purchase an aggregate of 291,200  shares of our common
     stock described above.

*    Less than 1%

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




                                       10
<PAGE>

                                   PROPOSAL 1:

                              ELECTION OF DIRECTORS

GENERALLY:

                    Our Board  nominated  seven  directors  for  election at the
                    meeting. Each will hold office until the next annual meeting
                    or until their successors have been elected.

<TABLE>
<CAPTION>
<S>                      <C>                                    <C>


Nominees:                  MURIEL F. SIEBERT                    Muriel  Siebert has been  Chairwoman,  President,
- ---------                  Age 69                               Chief Executive  Officer and a director of Muriel
                                                                Siebert & Co.,  Inc.  since  1967 and of  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,  and the
                                                                Greater  New York  Council  of the Boy  Scouts of
                                                                America.  Ms.  Siebert  serves  on the  New  York
                                                                State  Commission on Judicial  Nomination,  which
                                                                is involved in the selection of Associate  Judges
                                                                for  the  Court  of   Appeals,   and  is  on  the
                                                                executive  committee of the Economic  Club of New
                                                                York.


                           NICHOLAS P. DERMIGNY                 Nicholas  Dermigny  has been our  Executive  Vice
                           Age 44                               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                   Patricia  Francy is Treasurer  and  Controller of
                           Age 56                               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>

                           DANIEL JACOBSON                      Daniel  Jacobson has been our Vice Chairman since
                           Age  73                              May 1999.  Prior to joining us, Mr.  Jacobson was
                                                                a partner at Richard  A.  Eisner & Company,  LLP.
                                                                Mr.  Jacobson is also a director  and chairman of
                                                                the Audit Committee of Barnwell Industries,  Inc.
                                                                Mr. Jacobson is an attorney and certified  public
                                                                accountant.  Mr.  Jacobson  became an officer and
                                                                a director on May 3, 1999.


                           LEONARD M. LEIMAN                    Leonard  Leiman is of  counsel to the law firm of
                           Age 70                               Fulbright & Jaworski L.L.P.,  New York, New York.
                                                                Fulbright  &  Jaworski   L.L.P.   provides  legal
                                                                services  to us.  Prior to  becoming  of counsel,
                                                                Mr.  Leiman was a partner in Fulbright & Jaworski
                                                                L.L.P.  for more  than the past five  years.  Mr.
                                                                Leiman became a director on May 2, 2002.


                           JANE H. MACON                        Jane  Macon  is a  partner  with  the law firm of
                           Age 55                               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.
                           NANCY S. PETERSON                    Nancy Peterson is the President, Chairwoman and
                           Age 68                               Chief Executive Officer of Peterson Tool
                                                                Company, Inc. Ms. Peterson became a director on
                                                                June 4, 2001.


</TABLE>

BOARD MEETINGS:     In 2001,  the Board  held  seven  meetings.  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 2001.  The
                    Audit Committee of our Board of Directors currently consists
                    of Ms. Macon, Ms. Peterson and Ms. Francy, Chairwoman.

                    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.



                                       12
<PAGE>

                    The  Compensation  Committee held nine meetings during 2001.
                    The  Compensation   Committee  of  our  Board  of  Directors
                    currently  consists  of Ms.  Francy,  Ms.  Peterson  and Ms.
                    Macon, Chairwoman.

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 seven  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.

                    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
             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>

                                   PROPOSAL 2:

          APPROVAL OF CERTAIN AMENDMENTS TO THE SIEBERT FINANCIAL CORP.
                             1997 STOCK OPTION PLAN


                    The Board of Directors has unanimously  adopted,  subject to
                    shareholder  approval,  amendments to the Siebert  Financial
                    Corp.  1997 Stock Option Plan which would:  (a) increase the
                    aggregate number of shares available for issuance thereunder
                    from  2,100,000 to  4,200,000,  (b)  increase the  aggregate
                    number of shares that may be covered by option grants to any
                    participant  during any twelve  month period from 400,000 to
                    750,000,  (c) permit the Board of Directors to grant options
                    to our  non-employee  directors,  and (d) make certain other
                    changes to the terms of the 1997 Option  Plan.  The Board of
                    Directors  believes  that  approval of the  amendments  will
                    serve  our  best  interests  and the best  interests  of our
                    shareholders.  Of the 2,100,000 shares originally  available
                    for issuance  under the current plan, as of the date of this
                    proxy statement, 681,060 shares remain available for further
                    option  awards  and  799,280   shares  are  the  subject  of
                    currently  outstanding  options. If the foregoing amendments
                    are approved,  a total of 1,871,060 shares will be available
                    for issuance under the amended plan.


1997 STOCK
OPTION PLAN
PRIOR TO
AMENDMENTS:

                    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.


                    The plan  provides  for the  grant of  options  to  purchase
                    shares of our common stock to our employees and employees of
                    our   subsidiaries.   The  plan  is   administered   by  the
                    Compensation  Committee of the Board,  which selects persons
                    to receive  awards under the plan,  determines the amount of
                    each  award,  and the terms  and  conditions  governing  the
                    award. The Committee also 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
                    applicable rule or regulation. No amendment may, without the
                    consent  of a  participant,  impair a  participant's  rights
                    under any option previously granted under the plan.




                                       14
<PAGE>

                    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.  Upon  termination  of  employment  by reason of
                    death,  disability or retirement,  a participant  has ninety
                    days  following  such  termination  to  exercise  his or her
                    options,  regardless  of whether the options were  otherwise
                    exercisable  at the  time  of  such  termination.  Upon  the
                    termination   of  employment   for  any  other   reason,   a
                    participant  has thirty days following  such  termination to
                    exercise  his or her  options,  but only to the extent  that
                    those  options  were   exercisable   at  the  time  of  such
                    termination.

                    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.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

                    Set forth below is a summary of certain  federal  income tax
                    consequences associated with options granted under the plan.


                    A participant will not realize taxable income upon the grant
                    of an option. In general, the holder of an option which does
                    not qualify as an ISO will realize  ordinary income when the
                    option is exercised  equal to the excess of the value of the
                    stock over the exercise price (i.e., the option spread), and
                    we  receive  a  corresponding  deduction,   subject  to  the
                    deduction  limitation  provisions  of Section  162(m) of the
                    Internal  Revenue  Code.  (If the optionee is subject to the
                    six-month restrictions on sale of Common Stock under Section
                    16(b)  of  the   Securities   Exchange  Act  of  1934,   the
                    participant  generally will recognize ordinary income on the
                    date  the  restrictions   lapse,   unless  an  early  income
                    recognition  election  is  made.)  Upon a later  sale of the
                    stock,  the  participant  will realize  capital gain or loss
                    equal to the  difference  between the selling  price and the
                    value of the stock at the time the option is exercised.




                                       15
<PAGE>

                    The holder of an ISO will not  realize  taxable  income upon
                    the exercise of the option, although the option spread is an
                    adjustment to taxable  income that may result in alternative
                    minimum tax liability for the participant.  (The adjustment,
                    if any, is also added to the basis of the stock for purposes
                    of determining  adjusted gain or loss under the  alternative
                    minimum  tax when the stock is sold.) If the stock  acquired
                    upon  exercise of the ISO is sold or  otherwise  disposed of
                    within two years  from the  option  grant date or within one
                    year from the exercise date, then, in general, gain realized
                    on the sale is treated as  ordinary  income to the extent of
                    the option  spread at the  exercise  date,  and we receive a
                    corresponding deduction, subject to the deduction limitation
                    provisions of Section 162(m) of the Code. Any remaining gain
                    is  treated  as  capital  gain.  If the stock is held for at
                    least  two years  from the grant  date and one year from the
                    exercise date, then gain or loss realized upon the sale will
                    be  capital  gain or loss and we will not be  entitled  to a
                    deduction.

THE AMENDMENTS
TO THE 1997 STOCK
OPTION PLAN:        The  amendments  to  the  plan  approved  by  the  Board  of
                    Directors to be submitted  for approval to our  shareholders
                    are as follows:


                    o    increase the aggregate  number of shares  available for
                         issuance under the plan from 2,100,000 to 4,200,000,

                    o    increase  the  aggregate  number of shares  that may be
                         covered by option  grants to any  participant  during a
                         twelve month period from 400,000 to 750,000,


                    o    allow  our  Board  of  Directors  to grant  options  to
                         non-employee directors, and


                    o    make  certain  other  technical  changes to the plan to
                         conform the terms of the plan to recent  changes in the
                         law  and  to  provide  our  Board  of   Directors   and
                         Compensation  Committee with  increased  discretion and
                         authority  in  administering  the plan.  These  changes
                         include,  among other things,  permitting  options that
                         become exercisable within the first year after the date
                         of grant of the option, and permitting options that may
                         be exercised by a  participant  following a termination
                         of employment or other service with us for periods that
                         are longer than, or shorter than, the periods currently
                         provided in the plan.




                                       16
<PAGE>

                    This  summary of changes is  qualified  in its  entirety  by
                    reference to the full text of the plan, as amended, which is
                    attached to this proxy statement as Appendix A.

                    The  Board of  Directors  believes  that  approval  of these
                    amendments   will  serve  the  best   interests  of  Siebert
                    Financial  Corp. and the best interests of its  shareholders
                    by providing the needed flexibility in the administration of
                    the  plan  and  the  granting  of  options  thereunder.   In
                    addition,  the Board of Directors  believes that the ability
                    to grant additional options will help attract,  motivate and
                    retain key  employees and directors who are in a position to
                    contribute to the successful conduct of the business and our
                    affairs  as  well  as  stimulate  in  such   individuals  an
                    increased desire to render greater service to us.

                    On April 26, 2002,  the closing price of our common stock on
                    the Nasdaq Stock Market was $4.25 per share.

                                NEW PLAN BENEFITS


                    The table below sets forth  certain  option grants under the
                    plan,  as amended,  to our Chief  Executive  Officer,  other
                    executives and our non-executive  directors,  as approved by
                    our  Compensation  Committee  and/or  the Board on April 19,
                    2002.   The  option   grants  to  Muriel  F.   Siebert   and
                    non-employee  directors  were made by our Board  subject  to
                    shareholder approval of this proposal to amend the plan.


                                                                     NUMBER
                         NAME AND POSITION                         OF OPTIONS
                         -----------------                         ----------

                         Muriel F. Siebert                         750,000(1)
                         Chairwoman of the Board,
                         President and
                         Chief Executive Officer


                         Other Executives                             --



                         Non-Executive Director Group              160,000(2)


                         Non-Executive Officer Employee               --
                         Group

                    (1)  The  exercise  price  per stock  option  is $4.30,  the
                         closing  price of our common  stock on April 19,  2002,
                         the date of grant.  The options are  exercisable  at 12
                         months after the date of grant.


                    (2)  The  exercise  price per stock  option for these  stock
                         option grants ranges from $4.30 to $4.60. These options
                         are exercisable at 6 months after the date of grant.


VOTE REQUIRED:


                    The  affirmative  vote of the  holders of a majority  of the
                    shares of our common stock present in person or  represented
                    by proxy  and  entitled  to vote at the  Annual  Meeting  is
                    required to amend the 1997 Stock Option  Plan.  The enclosed
                    proxy  allows  you to vote  for the  amendments  to the 1997
                    Stock Option Plan or to "withhold authority to vote" for the
                    amendments  to the 1997 Stock Option  Plan.  If you indicate
                    "withhold  authority to vote" for the amendments to the plan
                    on your proxy card,  your vote will not count  either for or
                    against the adoption of the amendments.


                    The persons named in the enclosed proxy intend to vote "FOR"
                    the amendments to the 1997 Stock Option Plan.


THE BOARD  DEEMS  PROPOSAL 2 TO BE IN THE BEST  INTERESTS  OF SIEBERT  FINANCIAL
CORP. AND ITS  SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENTS TO
THE COMPANY'S 1997 STOCK OPTION PLAN.


                                       17
<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 shareholders.

AUDIT FEES

The aggregate fees billed for  professional  services  rendered for the audit of
our  audited  financial  statements  for the year ended  December  31,  2001 and
reviews of the financial  statements for the first three fiscal quarters of 2001
was $109,000.

ALL OTHER FEES

The  aggregate  fees billed by Richard A. Eisner & Company,  LLP during the year
ended  December 31, 2001 for other  services  totaled  $81,945.  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 2003 ANNUAL MEETING


If you wish to submit  proposals to be  presented at the 2003 Annual  Meeting of
our shareholders,  the proposals must be received by us no later than January 6,
2003 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,  2001 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.


                                       18
<PAGE>

                                            By Order of the Board of Directors

                                            Daniel Iesu

                                            SECRETARY


Dated: May 6, 2002



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

                      PLEASE VOTE - YOUR VOTE IS IMPORTANT

                                       19
<PAGE>


                                   APPENDIX A



                             SIEBERT FINANCIAL CORP.
                             1997 STOCK OPTION PLAN

                   (AS AMENDED EFFECTIVE AS OF APRIL 19, 2002)

         1.  PURPOSE.  The purpose of this Siebert  Financial  Corp.  1997 Stock
Option Plan (the "Plan") is to advance the interests of Siebert  Financial Corp.
(the "Company") and its shareholders by providing  officers and employees of the
Company and its subsidiaries  and  non-employee  directors of the Company with a
larger personal and financial interest in the success of the Company through the
grant of stock options.

         2.  ADMINISTRATION.  The Plan shall be administered by a committee (the
"Committee") consisting of at least two members of the Board of Directors of the
Company (the "Board") or the Board. Unless the Board determines  otherwise,  the
Committee  shall be constituted in such a manner as to satisfy the  requirements
of applicable law, including,  the provisions of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  or any successor  rule,
and the provisions of Section  162(m)(4)(C)(i)  of the Internal  Revenue Code of
1986, as amended (the "Code").  If for any reason the Committee does not satisfy
the "non-employee director" requirements of Rule 16b-3 or the "outside director"
requirements of Section 162(m) of the Code, such non-compliance shall not affect
the validity of the awards,  interpretations  or other actions of the Committee.
Notwithstanding  anything herein to the contrary, the Plan shall be administered
solely by the Board with respect to grants made to non-employee directors of the
Company.  To the extent that the Plan is  administered  by the Board,  the Board
shall  have all the  power  and  authority  and  responsibility  granted  to the
Committee  herein.  The  Committee  shall be appointed,  and vacancies  shall be
filled,  by the Board.  The Committee shall have full power and authority to (i)
select the individuals to whom Options (as  hereinafter  defined) may be granted
under the  Plan;  (ii)  determine  the  number  of  shares  of Common  Stock (as
hereinafter  defined)  covered by each Option and the terms and conditions,  not
inconsistent  with the  provisions  of the Plan,  governing  such Option;  (iii)
interpret the Plan and any Option granted thereunder;  (iv) establish such rules
and regulations as it deems appropriate for the  administration of the Plan; and
(v)  take  such  other  action  as it  deems  necessary  or  desirable  for  the
administration  of the Plan.  Any action of the  Committee  with  respect to the
administration  of the Plan shall be taken by  majority  vote.  The  Committee's
interpretation and construction of any provision of the Plan or the terms of any
Option shall be conclusive and binding on all parties.

         3.  PARTICIPANTS.  Options may be granted under the Plan to any officer
or employee of the Company or its subsidiaries or to any  non-employee  director
of the Company.

         4. THE SHARES.  The shares that may be delivered or purchased under the
Plan shall not exceed an aggregate of 4,200,000  shares  (subject to  adjustment
pursuant to Section 7) of common stock, par value $.01 per share, of the Company
(the "Common Stock").  Such shares of Common Stock shall be set aside out of the
authorized  but  unissued  shares of Common  Stock  not  reserved  for any other
purpose or out of previously  issued shares  acquired by the Company and held in
its treasury.  Any shares of Common Stock which, by reason of the termination or
expiration  of an Option or  otherwise,  are no longer  subject to an Option may
again be subjected to an Option under the Plan.


                                      A-1

<PAGE>

         5.  OPTIONS.  Options to purchase  Common  Stock  ("Options")  shall be
evidenced  by  option  agreements  which  shall  be  subject  to the  terms  and
conditions  set  forth in the  Plan and such  other  terms  and  conditions  not
inconsistent herewith as the Committee may approve.

          (a)  TYPES OF  OPTIONS.  Options  granted  under  the Plan  shall,  as
     determined  by the  Committee  at the  time of  grant,  be  either  Options
     intended to qualify as incentive  stock  options  under  Section 422 of the
     Code  ("Incentive  Stock  Options")  or Options not  intended to so qualify
     ("Nonstatutory  Stock  Options").  Each option agreement shall identify the
     Option as an Incentive Stock Option or as a Nonstatutory Stock Option.

          (b) PRICE.  The price at which shares of Common Stock may be purchased
     upon the  exercise  of an Option  granted  under the Plan shall be the fair
     market value of such shares on the date of 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.


          For  purposes of the Plan,  the fair market value of a share of Common
     Stock on a specified  date shall be the  closing  price on such date of the
     Common  Stock on the Nasdaq  National  Market or, if no such sale of Common
     Stock  occurs on such date,  the fair market  value of the Common  Stock as
     determined by the Committee in good faith.

          (c)  PER-PARTICIPANT  LIMIT.  No  participant  may be granted  Options
     during  any  consecutive  12-month  period on more than  750,000  shares of
     Common Stock (subject to adjustment pursuant to Section 7).


          (d) LIMITATION ON INCENTIVE  STOCK OPTIONS.  The aggregate fair market
     value  (determined  on the date of  grant)  of  Common  Stock  for  which a
     participant   is  granted   Incentive   Stock  Options  that  first  become
     exercisable during any given calendar year shall be limited to $100,000. To
     the extent such  limitation  is  exceeded,  an Option shall be treated as a
     Nonstatutory Stock Option.


          (e)  NONTRANSFERABILITY.  Options  granted under the Plan shall not be
     transferable other than by will or by the laws of descent and distribution,
     and,  during a  participant's  lifetime,  shall be exercisable  only by the
     participant.  Notwithstanding the foregoing, a participant may transfer any
     Nonstatutory  Option  granted under the Plan to the  participant's  spouse,
     children,  grandchildren  and/or  other  "family  members"  (as  defined in
     General Instruction A(5) to Form S-8), including,  without limitation,  one
     or more trusts  maintained  primarily for the benefit of the participant or
     such family  members,  if the agreement  evidencing such Option so provides
     and the participant  does not receive any  consideration  for the transfer.
     Any Option so  transferred  shall  continue to be subject to the same terms
     and  conditions  that  applied  to such  Option  immediately  prior  to its
     transfer  (except  that  such  transferred  Option  shall  not  be  further
     transferable by the transferee during the transferee's lifetime).


                                       A-2
<PAGE>

          (f) TERM AND  EXERCISABILITY  OF  OPTIONS.  Options may be granted for
     terms of not more than 10 years and shall be exercisable in accordance with
     such  terms  and  conditions  as are set  forth  in the  option  agreements
     evidencing the grant of such Options.  In no event shall 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 be
     exercisable after the expiration of five years from the date such Incentive
     Stock Option is granted.


     Except as otherwise  determined  by the Committee or as provided in Section
     5(g),  no  Option  granted  under  the  Plan  shall  be  exercisable  by  a
     participant during the first year after the date of grant of such Option.

          (g)  TERMINATION  OF  EMPLOYMENT  OR  DIRECTORSHIP.  Unless  otherwise
     determined  by the  Committee at grant or, if no rights of the  participant
     are thereby reduced, thereafter, an Option may not be exercised following a
     participant's termination of employment or directorship except as set forth
     in this Section 5(g).



               (i)  DEATH,  DISABILITY,   OR  RETIREMENT.   If  a  participant's
          employment or  directorship  terminates by reason of death,  permanent
          disability  (within the meaning of Section  22(e)(3) of the Code),  or
          retirement at or after age 65, the participant  (or the  participant's
          estate in the event of the  participant's  death) may,  within 90 days
          following such termination, exercise the Option with respect to all or
          any part of the shares of Common Stock subject  thereto  regardless of
          whether  the  Option  was  otherwise   exercisable   at  the  time  of
          termination of employment.

               (ii) OTHER REASONS. If a participant's employment or directorship
          terminates for any reason other than death,  permanent disability,  or
          retirement  at or after age 65, the  participant  may,  within 30 days
          following such termination, exercise the Option with respect to all or
          any part of the shares of Common Stock  subject  thereto,  but only to
          the extent that such Option was exercisable at the time of termination
          of employment.



          In no event may an Option be  exercised  after the  expiration  of the
     term of such Option.


                                      A-3
<PAGE>
          (h) PAYMENT.  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 Plan  shall be made at the time of such  exercise.  This
     purchase price may be paid in cash or, unless  otherwise  determined by the
     Committee,  in shares of Common  Stock valued at their fair market value on
     the date of purchase, which shares, if acquired pursuant to the exercise of
     an Option,  have been owned by the participant (free and clear of any liens
     or encumbrances)  for at least 6 months,  or by such other methods approved
     by the  Committee  from  time to  time.  Alternatively,  an  Option  may be
     exercised  in whole or in part by  delivering  a properly  executed  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 such other documents
     as the Committee may determine.

         6.  WITHHOLDING.  No later  than the date as of which an  amount  first
becomes  includible in the gross income of a participant  for Federal income tax
purposes with respect to any Option under the Plan, the participant shall pay to
the Company,  or make  arrangement  satisfactory to the Committee  regarding the
payment of, any  Federal,  state or local  taxes  required by law to be withheld
with respect to such  amount.  Unless  otherwise  determined  by the  Committee,
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the  Option  that  gives  rise to the  withholding  requirement,
provided that, such  withholding will be made at a rate that does not exceed the
statutory  minimum  rate to the extent  necessary  to avoid  adverse  accounting
consequences. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements  and the Company shall, to the extent  permitted
by law, have the right to deduct any such taxes from any payment of any kind due
to the participant.  Any election made by a participant subject to Section 16(b)
of the Exchange Act to have shares of Common Stock withheld in  satisfaction  of
the withholding  requirement with respect to such participant's  Option shall be
subject to the approval of the  Committee  and shall be in  accordance  with the
requirements of Rule 16b-3 under such Act.


         7. CHANGES IN CAPITAL  STRUCTURE,  ETC. In the event that the shares of
Common Stock, as presently constituted, shall be changed into or exchanged for a
different  number or kind of shares of stock or other  securities of the Company
or  of  another  corporation  (whether  by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise)  or if the  number of such  shares  shall be  increased  through  the
payment of a stock dividend or a dividend on shares of Common Stock of rights or
warrants to purchase  securities of the Company shall be made,  then there shall
be  substituted  for  or  added  to  each  share  of  Common  Stock  theretofore
appropriated or thereafter  subject or which may become subject to an Option the
number  and  kind of  shares  of  stock  or other  securities  into  which  each
outstanding  share of Common  Stock shall be so changed,  or for which each such
share shall be exchanged,  or to which each such share shall be entitled, as the
case may be, and references  herein to shares of Common Stock shall be deemed to
be references to any such stock or other securities as appropriate.  Outstanding
Options shall also be  appropriately  amended as to price and other terms as may
be necessary to reflect the  foregoing  events.  In the event there shall be any
other change in the number or kind of the outstanding  shares of Common Stock or
any stock or other  securities into which such shares shall have been changed or
for which it shall have be exchanged,  then if the Committee  shall, in its sole
discretion,  determine that such change equitably  requires an adjustment in any
Option  theretofore  granted  or which may be  granted  under  this  Plan,  such
adjustments  shall be made in  accordance  with such  determination.  Fractional
shares  resulting from any adjustment in Options  pursuant to this Section 7 may
be settled in cash or otherwise as the Committee shall determine.  Notice of any
adjustment shall be given by the Company to each holder of an Option which shall
have been  adjusted  and such  adjustment  (whether or not such notice is given)
shall be effective and binding for all purposes of this Plan.

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<PAGE>


         8.  EFFECTIVE  DATE AND  TERMINATION  OF PLAN.  The Plan  shall  become
effective on the date of its adoption by the Board,  subject to the ratification
of the Plan by the  affirmative  vote or consent of holders of a majority of the
issued and outstanding shares of Common Stock. The Plan shall terminate 10 years
from the date of its adoption or such  earlier date as the Board may  determine.
Any  Option  outstanding  under  the Plan at the time of its  termination  shall
remain in effect in accordance  with its terms and  conditions  and those of the
Plan.  Notwithstanding the amendment of the Plan effective as of April 19, 2002,
neither the terms of the Options outstanding  immediately prior to such date nor
the stock  option  agreements  entered  into by and  between the Company and the
participants  in respect of such  Options,  shall be deemed to be amended in any
way. Following approval by the stockholders of the Company, the Plan, as amended
effective as of April 19, 2002, shall continue in effect until the expiration of
its term or such earlier date as the Board may determine.


         9. AMENDMENT.  The Board may amend the Plan in any respect from time to
time;  PROVIDED,  HOWEVER,  that no  amendment  shall  become  effective  unless
approved by the  Company's  shareholders  if such  approval is necessary for the
continued  validity of the Plan or if the failure to obtain such approval  would
adversely  affect the  compliance of the Plan with Rule 16b-3 under the Exchange
Act or any other rule or regulation.  No amendment may, without the consent of a
participant,  impair  such  participant's  rights  under any  Option  previously
granted under the Plan.


         10. LEGAL AND REGULATORY  REQUIREMENTS.  No Option shall be exercisable
and no shares will be  delivered  under the Plan except in  compliance  with all
applicable Federal and state laws and regulations including, without limitation,
compliance with tax withholding  requirements and with the rules of all domestic
stock  exchanges or markets on which the Common  Stock may be listed.  Any share
certificate  issued to evidence shares for which an Option is exercised may bear
such legends and  statements  as the  Committee  shall deem  advisable to assure
compliance  with  Federal  and state laws and  regulations.  No Option  shall be
exercisable and no shares shall be delivered  under the Plan,  until the Company
has  obtained  consent or approval  from  regulatory  bodies,  Federal or state,
having jurisdiction over such matters as the Committee may deem advisable.


         11. GENERAL PROVISIONS.


          (a) Nothing  contained in the Plan, or in any Option granted  pursuant
     to the Plan,  shall  confer upon any  employee or director any right to the
     continuation of such individual's employment, directorship or other service
     with the Company or its subsidiaries.

          (b) The Plan and all Options made and actions taken  thereunder  shall
     be governed by and  construed in  accordance  with the laws of the State of
     New York, without regard to its principles of conflicts of law.





                                      A-5
<PAGE>


                            SIEBERT FINANCIAL CORP.
                                     PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                 ANNUAL MEETING OF SHAREHOLDERS - JUNE 4, 2002

     The undersigned hereby appoint Daniel Iesu and Daniel Jacobson, 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 Tuesday,
June 4, 2002 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) AND ITEM (2).



             IMPORTANT: SIGNATURE AND DATE REQUIRED ON REVERSE SIDE


<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,
                Daniel Jacobson,
                Nancy S. Peterson, and
                Leonard M. Leiman

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



2. Approval of the amendments to the Siebert  Financial  Corp. 1997 Stock Option
Plan to: (a)  increase the  aggregate  number of shares  available  for issuance
thereunder  from  2,100,000 to 4,200,000,  (b) increase the aggregate  number of
shares that may be covered by option grants to any participant during any twelve
month period from 400,000 to 750,000, (c) permit the Board of Directors to grant
options to our non-employee directors, and (d) make certain other changes to the
terms of the 1997 Option Plan.


          [ ] FOR         [ ] AGAINST         [ ]  ABSTAIN



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

UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED. THE UNDERSIGNED'S VOTE
WILL BE CAST FOR ITEM (1) AND ITEM (2).

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


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


Date:
     ------------------------, 2002



Please complete, date and sign exactly as your name appears hereon. When signing
as attorney, executor,  administrator,  trustee, guardian or corporate official,
please add your title. If shares are held jointly, each holder must sign.



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