SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

December 23, 2009

 Muriel F. Siebert Siebert Financial Corp. 885 Third Avenue New York, NY 10022

Re: Siebert Financial Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Fiscal Quar ter Ended September 30, 2009
File No. 001-32248

Dear Mrs. Siebert:
We have limited our review of your filing to those issues we have addressed in
our comments.  If you disagree, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unn ecessary. Please be as detailed as necessary
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 raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Form 10-K

Special Note Regarding Forward-Looking Statements, page 2
1. We note your reference to the Private Securities Litigation Reform Act of 1995.
Please refer to Section 27A of the Secu rities Act and advise us as to why you
believe you are eligible to take advant age of the safe harbors provided by the
PSLRA or, alternatively, remove your refe rence to the PSLRA in future filings.

Muriel F. Siebert
Siebert Financial Crop.
December 23, 2009 Page 2  Liquidity and Capital Resources, page 19

2. We note that there was a decrease in your cash and cash equivalents in 2008 and
that you experienced a net loss in the same year.  To the extent that these changes
in your financial condition represent a tre nd or uncertainty that  will affect your
liquidity in a material way, please disclose as such.  Re fer to Item 303(a).  Please
provide this disclosure in future filings.
 Consolidated Statements of Operations, page F-3

3. We note that you are presenting the settleme nt of your lawsuit ag ainst Intuit, Inc.
as a component of revenue.  As it is  described in Note B on page, F-10, the
settlement pertains to the reversal of $2,024,000 of liabilities recognized by the
company for expenses prior to December 31, 2003.  Explain to us your basis in classifying this reversal as revenue as opposed to a reduction within expenses.
Refer to Rule 5-03 of Regulation S-X.

Note I – Financial Instruments with off-balan ce sheet risk and concentrations of credit
risk, page F-15
4. We note that in the event that customer s are unable to fulfill their contractual
obligations the clearing broker may charge  the company for any loss incurred in
connection with the purchase or  sale of securities at prevailing market prices to
satisfy customers’ obligations.  Please explain to us how you account for in your
financial statements your exposure relati ng to the risk that customers may not
fulfill their contractual obligations with the clearing broker.

Form 10-Q for the quarter ended September 30, 2009
5. We note at times throughout your filing you have referred to legacy GAAP
standards.  Please note that the FASB Accounting Standards Codification became
effective on July 1, 2009.  As a result, all non-SEC accounting and financial reporting standards have been superseded.  In future filings, please revise any references to accounting standards accordingly.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please file your responses on EDGAR.  Please
understand that we may have additional comments after reviewing your responses to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filings reviewed by the staff to be certain that they have provided all

Muriel F. Siebert
Siebert Financial Crop. December 23, 2009 Page 3  information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts rela ting to a company’s disclosures, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosures in
the filings;

• staff comments or changes to disclosure s in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Erin Martin, Attorn ey at (202) 551-3391, Angela McHale,
Attorney at (202) 551-3655, or Yolanda Crit tendon, Accountant at (202) 551-3472 or me
at (202) 551-3413 with any other questions.

       S i n c e r e l y ,
Cicely LaMothe Accounting Branch Chief