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.;                                                                                                                                                                                                                                            
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| | (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;
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| | (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;                   
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| | (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:                                                                                       
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| | (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):           
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|Date:
      August 16, 2004 | By:  /s/
      Joseph M. Ramos, Jr.                       
|--------------------------- | ----------------------------------------------------------
|                            | Joseph
      M. Ramos, Jr.                                
|                            | Executive
      Vice President and Chief Financial Officer
|                            | (principal
      financial and accounting officer)        

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