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 annual
      report on Form 10-K/A of Siebert Financial Corp.;                                                                                                                                                                                                                                                             
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|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;
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|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)                                                                                                                                                                                                                                                                                                                                              
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|   | b)                                                                                                                                                                                                                                                                                                                                              
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|   | c)                                                                                                                                                                                                                                                                                                                                              
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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):                         
|   |                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                              



| | /s/Joseph
      M. Ramos, Jr.                      |  | Date:  
      April 29, 2004
| | -------------------------------------------------- |  | ----------------------------
| |                                                    | 
| | Joseph M. Ramos, Jr.                               | 
| | Chief Financial Officer                            | 
| | (principal
      financial and accounting officer)

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