Registration No. 333-_______

        As filed with the Securities and Exchange Commission on January 24, 2003
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                             SIEBERT FINANCIAL CORP.
               (Exact name of registrant as specified its charter)

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

                                885 Third Avenue
                            New York, New York 10022
                            ------------------------
          (Address, including zip code, of principal executive offices)

                             SIEBERT FINANCIAL CORP.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                   -----------

                                MURIEL F. SIEBERT
                             SIEBERT FINANCIAL CORP.
                                885 Third Avenue
                            New York, New York 10022
                                 (212) 644-2400
            (Name, address and telephone number, including area code,
                              of agent for service)
                                  ------------

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                             Leonard M. Leiman, Esq.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000
                            Facsimile: (212) 318-3400
                                  ------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== =============== ======================= =========================  =====================
                                              Proposed maximum          Proposed maximum
   Title of securities       Amount to be    offering price per        aggregate offering           Amount of
     to be registered       registered (1)          share                    price               Registration fee
--------------------------- --------------- ------------------------ ------------------------- ---------------------
<S>                           <C>                  <C>                      <C>                      <C>
Common Stock, $.01 par value  1,185,000            $4.16(2)                 $4,929,600               $453.53
--------------------------- --------------- ------------------------ ------------------------- ---------------------
Common Stock, $.01 par value    915,000            $2.715(3)                $2,484,225(3)            $228.55
=========================== =============== ======================== ========================= =====================
</TABLE>

(1)    Plus such additional  indeterminable  number of shares as may be required
       pursuant to the Siebert  Financial  Corp.  1997 Stock Option Plan, in the
       event of a stock dividend, stock split, recapitalization or other similar
       change in our common stock.

(2)    Options to purchase 1,185,000 shares were granted pursuant to the Siebert
       Financial Corp. 1997 Stock Option Plan on April 19, 2002, October 1, 2002
       and October 15, 2002 at an exercise price ranging from $2.12 per share to
       $4.60 per share.

(3)    The  price is  estimated  in  accordance  with Rule  457(h)(1)  under the
       Securities Act of 1933, as amended, solely for the purpose of calculating
       the registration fee, based on the average of the high and low prices per
       share of the common stock of Siebert  Financial  Corp. as reported on the
       Nasdaq Stock Market on January 22, 2003.



<PAGE>

                                Explanatory note

         This registration  statement is filed pursuant to General Instruction E
to Form S-8 in order to register  2,100,000  additional  shares of common stock,
$.01 par value per share of Siebert  Financial Corp.,  for issuance  pursuant to
the Siebert Financial Corp. 1997 Stock Option Plan. These shares are in addition
to  2,100,000  shares (as  adjusted to reflect a 4-for-1  stock split  effective
April 7, 1998)  previously  registered on a  registration  statement on Form S-8
(Registration No.  333-43839) filed with the Securities and Exchange  Commission
on January 7, 1998 pursuant to this option plan. The contents of this previously
filed  registration  statement  are hereby  incorporated  by  reference  in this
registration statement.




<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference

         The  following  documents  we filed with the  Securities  and  Exchange
Commission are incorporated herein by reference:

         (1) our annual  report on Form 10-K for the fiscal year ended  December
31, 2001;

         (2) our quarterly  report on Form 10-Q for the quarter and three months
ended March 31, 2002;

         (3) our  quarterly  report on Form 10-Q for the  quarter and six months
ended June 30, 2002; and

         (4) our  quarterly  report on Form 10-Q for the quarter and nine months
ended September 30, 2002.

         In addition to the foregoing,  all documents  subsequently  filed by us
with the Securities and Exchange  Commission  pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended,  prior to the
filing of a post-effective  amendment which indicates that all of the securities
offered  hereunder  have  been sold or which  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated herein by reference and to
be a part  thereof  from the date of filing  of such  documents.  Any  statement
contained in a document  incorporated or deemed to be incorporated by referenced
herein shall be deemed to be modified or superceded  for purposes  hereof to the
extent that a statement contained in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supercedes  such statement.  Any such statement so modified or superceded  shall
not be deemed,  except as so modified or superceded,  to constitute part of this
registration statement.

Item 4.           Description of Securities

General

Our authorized  capital stock consists of 49,000,000 shares of common stock, par
value $.01 per share. There are currently  22,412,067 shares of our common stock
outstanding.  Of this number,  19,878,700  shares of our common stock, or 88.8%,
were owned or controlled by Muriel F. Siebert.


                                      II-1
<PAGE>

Common Stock

General.  There are no redemption or sinking fund  provisions  applicable to the
shares of our common  stock and such shares are not  entitled to any  preemptive
rights.

Voting.  Each holder of our common  stock is entitled to one vote for each share
registered  in the holder's  name on our books.  Since none of the shares of our
common stock have cumulative voting rights,  the holders of more than 50% of the
shares can elect all our  directors  if they so chose and,  in that  event,  the
holders of the remaining shares will not be able to elect any directors.

Dividends.  The  holders  of our  common  stock are  entitled  to  receive  such
dividends as may be declared  from time to time by our Board of  Directors  from
the assets which are legally available therefor.

Liquidation.  Upon our  liquidation,  dissolution or winding-up,  holders of our
common  stock are  entitled  to  receive,  pro rate,  after the prior  rights of
creditors  have  been  satisfied,   all  our  remaining   assets  available  for
distribution.

Transfer  Agent and  Registrar.  American  Stock Transfer & Trust Company is the
transfer agent and registrar for our common stock.

Item 5.            Interests of Named Experts and Counsel

         The validity of the shares being offered hereby and certain other legal
matters in connection  with the offering of such  securities will be passed upon
for us by Fulbright & Jaworski L.L.P.

         Jane H. Macon, a partner in Fulbright & Jaworski L.L.P.  and Leonard M.
Leiman,  of counsel to Fulbright & Jaworski  L.L.P.,  our counsel,  serve on our
Board of Directors. Ms. Macon holds 1,000 shares of our common stock and options
to purchase 40,000 shares of our common stock.  Mr. Leiman holds 2,000 shares of
our common stock and options to purchase 40,000 shares of our common stock.

Item 8. Exhibits

        4.1  -- Siebert Financial Corp. 1997 Stock Option Plan, as amended.*

        5.1  -- Opinion of Fulbright & Jaworski L.L.P.

        23.1 -- Consent of Eisner LLP.

        23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

        24.1 -- Power of Attorney (included in signature page).

------------------------------
* Incorporated by reference to the Siebert  Financial  Corp.'s  Definitive Proxy
Statement filed May 6, 2002.



                                      II-2
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on the 24th day of
January, 2003.

                                       SIEBERT FINANCIAL CORP.

                                       By:    /s/ Muriel F. Siebert
                                              ---------------------
                                       Name:  Muriel F. Siebert
                                       Title: Chairwoman, President and Director


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below constitutes and appoints Muriel F. Siebert and Nicholas P. Dermigny his or
her true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement  and to file  the  same  with  all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange  Commission,  granting said  attorney-in-fact and agent and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature                                    Title                              Date
---------                                    -----                              ----
<S>                                                                              <C>
                                  Chairwoman, President and Director
                                  (principal executive officer and
 /s/ Muriel F. Siebert            principal financial and accounting
 ---------------------            officer)                               January 24, 2003
   Muriel F. Siebert

 /s/ Nicholas P. Dermigny         Executive Vice President, Chief
 ------------------------         Operating Officer and Director         January 24, 2003
   Nicholas P. Dermigny

 /s/ Patricia Francy              Director                               January 24, 2003
 -------------------
   Patricia Francy

 /s/ Daniel Jacobson              Director                               January 24, 2003
 -------------------
   Daniel Jacobson


                                      II-3
<PAGE>

 /s/ Leonard M. Leiman
 ---------------------
   Leonard M. Leiman              Director                               January 24, 2003

 /s/ Jane H. Macon
 -----------------
   Jane H. Macon                  Director                               January 24, 2003

 /s/ Nancy S. Peterson
 ---------------------
   Nancy S. Peterson              Director                               January 24, 2003
</TABLE>



                                      II-4
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
  No.         Description
  ---         -----------

4.1           Siebert Financial Corp. 1997 Stock Option Plan, as amended.*
5.1           Opinion of Fulbright & Jaworski L.L.P.
23.1          Consent of Eisner LLP.
23.2          Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1          Power of Attorney (included in signature page).

----------------------------
* Incorporated by reference to the Siebert  Financial  Corp.'s  Definitive Proxy
Statement filed May 6, 2002.
[{"type": "S-8", "sequence": "1", "filename": "siebert10q3q20028072.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14037}]
{"company-data": {"conformed-name": "SIEBERT FINANCIAL CORP", "cik": "0000065596", "assigned-sic": "6211", "irs-number": "111796714", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102701", "film-number": "03523975"}, "business-address": {"street1": "885 THIRD AVENUE", "street2": "SUITE 1720", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2126442400"}, "mail-address": {"street1": "885 THIRD AVENUE", "street2": "SUITE 1720", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "MICHAELS J INC", "date-changed": "19950221"}}
Registration No. 333-_______

        As filed with the Securities and Exchange Commission on January 24, 2003
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                             SIEBERT FINANCIAL CORP.
               (Exact name of registrant as specified its charter)

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

                                885 Third Avenue
                            New York, New York 10022
                            ------------------------
          (Address, including zip code, of principal executive offices)

                             SIEBERT FINANCIAL CORP.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                   -----------

                                MURIEL F. SIEBERT
                             SIEBERT FINANCIAL CORP.
                                885 Third Avenue
                            New York, New York 10022
                                 (212) 644-2400
            (Name, address and telephone number, including area code,
                              of agent for service)
                                  ------------

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                             Leonard M. Leiman, Esq.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000
                            Facsimile: (212) 318-3400
                                  ------------

                         CALCULATION OF REGISTRATION FEE
=========================== =============== ======================= =========================  =====================
                                              Proposed maximum          Proposed maximum
   Title of securities       Amount to be    offering price per        aggregate offering           Amount of
     to be registered       registered (1)          share                    price               Registration fee
--------------------------- --------------- ------------------------ ------------------------- ---------------------
Common Stock, $.01 par value  1,185,000            $4.16(2)                 $4,929,600               $453.53
--------------------------- --------------- ------------------------ ------------------------- ---------------------
Common Stock, $.01 par value    915,000            $2.715(3)                $2,484,225(3)            $228.55
=========================== =============== ======================== ========================= =====================
(1)    Plus such additional  indeterminable  number of shares as may be required
       pursuant to the Siebert  Financial  Corp.  1997 Stock Option Plan, in the
       event of a stock dividend, stock split, recapitalization or other similar
       change in our common stock.

(2)    Options to purchase 1,185,000 shares were granted pursuant to the Siebert
       Financial Corp. 1997 Stock Option Plan on April 19, 2002, October 1, 2002
       and October 15, 2002 at an exercise price ranging from $2.12 per share to
       $4.60 per share.

(3)    The  price is  estimated  in  accordance  with Rule  457(h)(1)  under the
       Securities Act of 1933, as amended, solely for the purpose of calculating
       the registration fee, based on the average of the high and low prices per
       share of the common stock of Siebert  Financial  Corp. as reported on the
       Nasdaq Stock Market on January 22, 2003.
Explanatory note

         This registration  statement is filed pursuant to General Instruction E
to Form S-8 in order to register  2,100,000  additional  shares of common stock,
$.01 par value per share of Siebert  Financial Corp.,  for issuance  pursuant to
the Siebert Financial Corp. 1997 Stock Option Plan. These shares are in addition
to  2,100,000  shares (as  adjusted to reflect a 4-for-1  stock split  effective
April 7, 1998)  previously  registered on a  registration  statement on Form S-8
(Registration No.  333-43839) filed with the Securities and Exchange  Commission
on January 7, 1998 pursuant to this option plan. The contents of this previously
filed  registration  statement  are hereby  incorporated  by  reference  in this
registration statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The  following  documents  we filed with the  Securities  and  Exchange
Commission are incorporated herein by reference:

         (1) our annual  report on Form 10-K for the fiscal year ended  December
31, 2001;

         (2) our quarterly  report on Form 10-Q for the quarter and three months
ended March 31, 2002;

         (3) our  quarterly  report on Form 10-Q for the  quarter and six months
ended June 30, 2002; and

         (4) our  quarterly  report on Form 10-Q for the quarter and nine months
ended September 30, 2002.

         In addition to the foregoing,  all documents  subsequently  filed by us
with the Securities and Exchange  Commission  pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended,  prior to the
filing of a post-effective  amendment which indicates that all of the securities
offered  hereunder  have  been sold or which  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated herein by reference and to
be a part  thereof  from the date of filing  of such  documents.  Any  statement
contained in a document  incorporated or deemed to be incorporated by referenced
herein shall be deemed to be modified or superceded  for purposes  hereof to the
extent that a statement contained in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supercedes  such statement.  Any such statement so modified or superceded  shall
not be deemed,  except as so modified or superceded,  to constitute part of this
registration statement.

Item 4.           Description of Securities

General

Our authorized  capital stock consists of 49,000,000 shares of common stock, par
value $.01 per share. There are currently  22,412,067 shares of our common stock
outstanding.  Of this number,  19,878,700  shares of our common stock, or 88.8%,
were owned or controlled by Muriel F. Siebert.

                                      II-1
Common Stock

General.  There are no redemption or sinking fund  provisions  applicable to the
shares of our common  stock and such shares are not  entitled to any  preemptive
rights.

Voting.  Each holder of our common  stock is entitled to one vote for each share
registered  in the holder's  name on our books.  Since none of the shares of our
common stock have cumulative voting rights,  the holders of more than 50% of the
shares can elect all our  directors  if they so chose and,  in that  event,  the
holders of the remaining shares will not be able to elect any directors.

Dividends.  The  holders  of our  common  stock are  entitled  to  receive  such
dividends as may be declared  from time to time by our Board of  Directors  from
the assets which are legally available therefor.

Liquidation.  Upon our  liquidation,  dissolution or winding-up,  holders of our
common  stock are  entitled  to  receive,  pro rate,  after the prior  rights of
creditors  have  been  satisfied,   all  our  remaining   assets  available  for
distribution.

Transfer  Agent and  Registrar.  American  Stock Transfer & Trust Company is the
transfer agent and registrar for our common stock.

Item 5.            Interests of Named Experts and Counsel

         The validity of the shares being offered hereby and certain other legal
matters in connection  with the offering of such  securities will be passed upon
for us by Fulbright & Jaworski L.L.P.

         Jane H. Macon, a partner in Fulbright & Jaworski L.L.P.  and Leonard M.
Leiman,  of counsel to Fulbright & Jaworski  L.L.P.,  our counsel,  serve on our
Board of Directors. Ms. Macon holds 1,000 shares of our common stock and options
to purchase 40,000 shares of our common stock.  Mr. Leiman holds 2,000 shares of
our common stock and options to purchase 40,000 shares of our common stock.

Item 8. Exhibits

        4.1  -- Siebert Financial Corp. 1997 Stock Option Plan, as amended.*

        5.1  -- Opinion of Fulbright & Jaworski L.L.P.

        23.1 -- Consent of Eisner LLP.

        23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

        24.1 -- Power of Attorney (included in signature page).

------------------------------
* Incorporated by reference to the Siebert  Financial  Corp.'s  Definitive Proxy
Statement filed May 6, 2002.

                                      II-2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on the 24th day of
January, 2003.

                                       SIEBERT FINANCIAL CORP.

                                       By:    /s/ Muriel F. Siebert
                                              ---------------------
                                       Name:  Muriel F. Siebert
                                       Title: Chairwoman, President and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below constitutes and appoints Muriel F. Siebert and Nicholas P. Dermigny his or
her true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement  and to file  the  same  with  all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange  Commission,  granting said  attorney-in-fact and agent and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:
Signature                                    Title                              Date
---------                                    -----                              ----
Chairwoman, President and Director
                                  (principal executive officer and
 /s/ Muriel F. Siebert            principal financial and accounting
 ---------------------            officer)                               January 24, 2003
   Muriel F. Siebert

 /s/ Nicholas P. Dermigny         Executive Vice President, Chief
 ------------------------         Operating Officer and Director         January 24, 2003
   Nicholas P. Dermigny

 /s/ Patricia Francy              Director                               January 24, 2003
 -------------------
   Patricia Francy

 /s/ Daniel Jacobson              Director                               January 24, 2003
 -------------------
   Daniel Jacobson

                                      II-3
/s/ Leonard M. Leiman
 ---------------------
   Leonard M. Leiman              Director                               January 24, 2003

 /s/ Jane H. Macon
 -----------------
   Jane H. Macon                  Director                               January 24, 2003

 /s/ Nancy S. Peterson
 ---------------------
   Nancy S. Peterson              Director                               January 24, 2003
II-4
INDEX TO EXHIBITS

Exhibit
  No.         Description
  ---         -----------

4.1           Siebert Financial Corp. 1997 Stock Option Plan, as amended.*
5.1           Opinion of Fulbright & Jaworski L.L.P.
23.1          Consent of Eisner LLP.
23.2          Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1          Power of Attorney (included in signature page).

----------------------------
* Incorporated by reference to the Siebert  Financial  Corp.'s  Definitive Proxy
Statement filed May 6, 2002.