Exhibit 31.2

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13A-14 AND 15D-14,
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: November 14, 2005 | Signature: | /s/ Joseph M. Ramos, Jr.                                                                             | 
|                        |            |                                                                                                     
|                        | Name:      | Joseph M. Ramos, Jr.                                                                                 | 
|                        | Title:     | Executive Vice President and Chief Financial 
  Officer (principal financial and accounting officer)

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