SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

September 20, 2007
  Mr. Joseph M. Ramos, Jr. Chief Financial Officer, Siebert Financial Corp.
885 Third Avenue New York, NY 10022
Re: Siebert Financial Corp.
Form 10-K for the year ended December 31, 2006 File No. 0-5703

Dear Mr. Ramos:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. Joseph M. Ramos, Jr.
Siebert Financial Corp.
September 20, 2007 Page 2

Item 9A. Controls and Procedures, page 21

1. We note from your disclosure that your Pres ident and Chief Financ ial Officer “concluded
that [your] disclosure controls  and procedures are effectiv e in timely alerting them to
material information relating to the Company that is required to be included in [your]
periodic filings with the Secu rities and Exchange Commission.”   Please confirm to us for
both your Form 10-K and your subsequent Form  10-Qs, if true, and revise in future
filings your disclosure to  clarify, if true, that your office rs concluded that your disclosure
controls and procedures are effective to en sure that the information required to be
disclosed by you in reports that you file or  submit under the Exchange Act is recorded,
processed, summarized and reported within th e time periods specified in the rules and
forms of the SEC and to ensure that informa tion required to be disc losed by an issuer in
the reports that it files or submits unde r the Exchange Act is accumulated and
communicated to your management, includi ng its principal executive and principal
financial officers, or persons performing simila r functions, as appropriate to allow timely
decisions regarding required disclosure..  Alte rnatively, in future filings please conclude
that your disclosure controls and procedur es are “effective” or “ineffective” without
providing any part of the defi nition of disclosure controls  and procedures. Refer to
Exchange Act Rule 15d-15(e).
 Consolidated Statement of Income, page F-3

2. We note that you have included income from equity investee s in revenues rather than
presenting this line item below provision for income taxes.  In future filings, please remove income from equity investees from re venue.  Refer to Section XI.B. of the March
11, 2003 meeting minutes of the SEC Regula tions Committee for guidance.  If you
believe your equity method investees are integr al to your operations and intend to present
this line item above income be fore provision for income taxes, please provide us with a
comprehensive explanation as to why you be lieve these equity method investees are
integral to your operations.  Refer to Ru le 5-03.13 of Regulation S-X for additional
guidance. If you determine that the income from this equity investment is an integral part
of your operations, please include this  disclosure in future filings.
 Consolidated Statement of Cash Flows, page F-5

3. We note that you have included “Distributions  from equity investees” within net cash
provided by operating activities.  Please confirm to us that this amount is a return on your
investment as required by paragraph 22 of  SFAS 95.  Additionally, we note you have
included “Collection (Payment) of advances made to equity investees” in investing
activities.  Please confirm to us  that this amount represents a return of your investment as
required by paragraph 16b of SFAS 95.

Mr. Joseph M. Ramos, Jr.
Siebert Financial Corp.
September 20, 2007 Page 3

Siebert, Brandford, Shank & Co., LLC Financial Statements
Independent Auditor’s Report, page F-17

4. In future filings, please ensure  the auditors’ report  includes their signa ture as required by
Rule 2-02(a) of Regulation S-X.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.  If you have any questions regarding these commen ts, please direct them to Mindy Hooker, Staff
Accountant, at (202) 551-3732, Tracey House, St aff Accountant, at ( 202) 551-3736 or to the
undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief