Exhibit 31.2

CERTIFICATION
PURSUANT TO EXCHANGE ACT RULE 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 report on Form 10-K of Siebert Financial Corp.;

2. Based
on my knowledge, this annual 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 annual report;

3. Based
on my knowledge, the financial statements, and other financial information
included in this annual 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 annual 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:

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| | (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 annual report is being prepared;    
| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)
  Evaluated the effectiveness of the registrants disclosure controls and
  procedures and presented in this annual report our conclusions about the
  effectiveness of the disclosure controls and procedures, as of the end of the
  period covered by this annual report based on such evaluation; and                                                                                          
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| | (c)
  Disclosed in this annual 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 registrants internal control over financial reporting;

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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| | (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.                                                                                                 

|                                               |                       
|---------------------------------------------- | ----------------------
|/s/ Joseph
  M. Ramos, Jr.                     | Date: March
  31, 2006
|Joseph M.
  Ramos, Jr.                         |                       
|Chief
  Financial Officer                      |                       
|(principal
  financial and accounting officer) |                       

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