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)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 annual report is being prepared;    
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                       | (b) Designed
 such internal control over financial reporting, or caused such internal
 control over financial reporting to be designed under our supervision, to
 provide reasonable assurance regarding the reliability of financial reporting
 and the preparation of financial statements for external purposes in
 accordance with generally accepted accounting principles;                  
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                       | (c)
 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                                                                                         
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                       | (d)
 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):
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                       | (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, 2009
|                                              |                      
|Joseph M.
 Ramos, Jr.                         |                      
|Chief
 Financial Officer                      |                      
|(principal
 financial and accounting officer) |                      

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