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)) 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.
 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                                                                                                     
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                 | 
|                                        | c.
 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: August
 14, 2009 | By:
    /s/ Joseph M. Ramos, Jr.
|                       |                                  |                                                      
|                       |                                  | Joseph M. Ramos, Jr.                                 
|                       |                                  | Executive
 Vice President and Chief Financial Officer
|                       |                                  | (principal financial and accounting officer)         

18

---