SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13D


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


                               (Amendment No. 1)


                          SIEBERT FINANCIAL CORP, INC.
                          ----------------------------
                                (Name of Issuer)


                     Common Stock, $.01 par value per share
                         (Title of Class of Securities)


                                   826176 10 9
                                  ------------
                                 (CUSIP Number)


                               Mitchell M. Cohen
                            Siebert Financial Corp.
                          885 Third Avenue, Suite 1720
                            New York, New York 10022
                                 (212) 644-2400
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                               February 11, 1999
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ____.





                                  SCHEDULE 13D

CUSIP No. 826176 10 9

1.  NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
         Muriel F. Siebert

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

3.  SEC USE ONLY

4.  SOURCE OF FUNDS
         Not applicable

5.  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) or 2(e)

6.  CITIZENSHIP OR PLACE OF ORGANIZATION
         USA

NUMBER              7.   SOLE VOTING POWER
OF                          19,900,000

SHARES              8.   SHARED VOTING POWER
BENEFICIALLY                -0-

OWNED BY            9.   SOLE DISPOSITIVE POWER
EACH                        19,900,000

REPORTING           10.  SHARED DISPOSITIVE POWER
PERSON WITH                 -0-

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         19,900,000

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         89.66%

14. TYPE OF REPORTING PERSON
         Individual



This Amendment No. 1 filed by Muriel F. Siebert (the "Reporting  Person") amends
a report on Schedule  13D filed  November 26, 1996 and is being filed to reflect
the gift by the  Reporting  Person of shares  of Common  Stock to the  Muriel F.
Siebert  Foundation (the "Foundation") and the subsequent sale by the Foundation
of 222,000  shares in February  1999 and 90,000  shares of Common Stock in March
1999.  The  Reporting  Person  may be deemed to  beneficially  own all shares of
Common Stock held by the Foundation.

Item 1.  SECURITY AND ISSUER

         No change.

Item 2.  IDENTITY AND BACKGROUND

         No change.

Item 3.  SOURCE AND AMOUNT OF FUNDS.

         No change.

Item 4.  PURPOSE OF TRANSACTION

         This  statement  is  filed  to  reflect  a  material  decrease  in  the
percentage  of  outstanding  Common Stock  beneficially  owned by the  Reporting
Person.  In February  1999 and March 1999,  the  Foundation  disposed of, in the
aggregate, 312,000 shares of Common Stock.

Item 5.  INTEREST IN SECURITIES OF THE ISSUER.

         (a)      The  Reporting  Person   beneficially  owns  an  aggregate  of
19,900,000  shares of Common  Stock,  representing  approximately  89.66% of the
outstanding shares of Common Stock.

         (b)      For  information  with  respect to the power to vote or direct
the vote and the power to  dispose or to direct  the  disposition  of the Common
Stock  beneficially  owned by the Reporting  Person,  see Rows 7-10 of the cover
page.

         (c)      No  transactions  in the  Common  Stock were  effected  by the
Reporting Person during the past 60 days except:

                  (i)      On March 3, 1999, the  Foundation  disposed of 90,000
shares of Common Stock at a price per share of $23.47.


                  (ii)     On February 24, 1999,  the  Reporting  Person  gifted
90,000 shares of Common Stock to the Foundation.

                  (iii)    On February  11,  1999,  the  Foundation  disposed of
56,000 shares of Common Stock at a price per share of $29.77.

                  (iv)     On February  10,  1999,  the  Foundation  disposed of
132,000 shares of Common Stock at a price per share of $26.89.

                  (v)      On  February  9, 1999,  the  Foundation  disposed  of
34,000 shares of Common Stock at a price per share of $27.13.

         (d)      Not applicable.

Item 6.  CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         None.

Item 7.  EXHIBITS.

         None.



                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                        /s/ MURIEL F. SIEBERT
                                        ---------------------------------------
                                            Muriel F. Siebert


Date:    April 23, 1999