Exhibit
31.2

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph M. Ramos, Jr., certify that:

| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)     I have reviewed this quarterly report on
 Form 10-Q of Siebert Financial Corp.;                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (2)     Based on my knowledge, this report does not
 contain any untrue statement of a material fact or omit to state a material
 fact necessary to make the statements made, in light of the circumstances
 under which such statements were made, not misleading with respect to the
 period covered by this report;                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (3)     Based on my knowledge, the financial statements,
 and other financial information included in this report, fairly present in
 all material respects the financial condition, results of operations and cash
 flows of the registrant as of, and for, the periods presented in this report;                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (4)     The registrants other certifying officer and I
 are responsible for establishing and maintaining disclosure controls and
 procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
 and internal control over financial reporting (as defined in Exchange Act
 Rules 13a-15(f) and 15d-15(f)) for the registrant and have:                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | a.     Designed such disclosure controls and procedures, or caused such disclosure
 controls and procedures to be designed under our supervision, to ensure that
 material information relating to the registrant, including its consolidated
 subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this report is being prepared;         
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | b.     Designed such internal control over financial reporting, or caused such
 internal control over financial reporting to be designed under our
 supervision, to provide reasonable assurance regarding the reliability of
 financial reporting and the preparation of financial statements for external
 purposes in accordance with generally accepted accounting principles;                
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | c.     Evaluated the effectiveness of the registrants disclosure controls and
 procedures and presented in this report our conclusions about the
 effectiveness of the disclosure controls and procedures, as of the end of the
 period covered by this report based on such evaluation; and                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | d.     Disclosed in this report any change in the registrants internal control over
 financial reporting that occurred during the registrants most recent fiscal
 quarter (the registrants fourth fiscal quarter in the case of an annual
 report) that has materially affected, or is reasonably likely to materially
 affect, the registrants internal control over financial reporting; and
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (5)     The registrants other certifying officer and I
 have disclosed, based on our most recent evaluation of internal control over
 financial reporting, to the registrants auditors and the audit committee of
 the registrants board of directors (or persons performing the equivalent
 functions):                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | a.     All significant deficiencies and material weaknesses in the design or
 operation of internal control over financial reporting which are reasonably
 likely to adversely affect the registrants ability to record, process,
 summarize and report financial information; and                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | b.     Any fraud, whether or not material, that involves management or other
 employees who have a significant role in the registrants internal control
 over financial reporting.                                                                                                                                                                                                               

|                   |  |                                                       | 
|------------------ |  | ----------------------------------------------------- | 
|Date: May 15, 2008 |  | By:/s/ Joseph M. Ramos, Jr.                          
|                   |  |                                                       | 
|                   |  | Joseph M. Ramos, Jr.                                 
|                   |  | Executive Vice
 President and Chief Financial Officer
|                   |  | (principal financial
 and accounting officer)        

16

---