SecProbe.io

CORRESP
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     SCOTT
H. GOLDSTEIN

MARTIN
H. KAPLAN

LAWRENCE
G. NUSBAUM

andrew
wels

Ryan
j. whalen

    GUSRAE
        KAPLAN NUSBAUM PLLC

        ATTORNEYS
        AT LAW

        120
        WALL STREET-25TH FLOOR

        NEW
        YORK, NEW YORK 10005

        —–

        TEL
        (212)269-1400

        FAX
        (212)809-4147

        —–

        81
        MAIN STREET-SUITE 215

        WHITE
        PLAINS, NEW YORK 10601

        (914)644-8323

        —–

        www.gusraekaplan.com

    OF
COUNSEL

ROBERT L. BLESSEY

October
6, 2017

Via EDGAR

Division of Corporate Finance

Office of Financial Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Attention: Michael Clampitt and Jessica
Livingston

Re: 	     Siebert Financial Corp.

Form PRE14C

Filed September 11,
2017

File No. 000-05703

Dear Ms. Livingston and Mr. Clampitt:

We
are writing this letter on behalf of our client and the registrant Siebert Financial Corp. (the “Registrant”),
responding to the comment letter (the “Comment Letter”) of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated
September 28, 2017, to the Registrant, with respect to the Information Statement Pursuant to Section 14(c) filed on Schedule 14C
(the “Original Information Statement”) filed by the Registrant with the Commission on September 11, 2017.

In
connection herewith, we are filing a Revised Information Statement Pursuant to Section 14(c) filed on Schedule 14C (the “Revised
Information Statement”) which revises the Original Information Statement and which reflects the Registrant’s
responses to the Staff’s comments set forth in the Comment Letter. Capitalized terms used herein and not defined shall have
the meaning given to such terms in the Revised Information Statement.

For
convenience of reference, the Staff’s comments contained in the Comment Letter are reprinted below in bold, and are followed
by the corresponding response.

Please revise
your information statement to include Item 14 of Schedule 14A disclosures pursuant to Item 1 of Schedule 14C. This new disclosure
should include the disclosures required by Item 14(b) and 14(c)(2). In this regard, specifically disclose the material terms of
the Asset Purchase Agreement (including the potential for assuming liabilities and cancellation of common stock issued), a discussion
of the background of the transaction and how the price was negotiated and determined, what safeguards might have been taken in
light of both parties having a common controlling stockholder, a discussion of the fairness opinion pursuant to Item 14(b)(6) of
Schedule 14A and Item 1015 of Regulation M-A and financial disclosures pursuant to Item 14 (b)(8),(9) and (11). Additionally include
the Fairness Opinion and the Asset Purchase Agreement in the revised filing. See also Instructions 5 and 7(a)(3) to Item 14.

The Registrant has included
in the Revised Information Statement (i) disclosure about the Asset Purchase Agreement (including the potential for assuming liabilities
and cancellation of common stock issued), (ii) a discussion of the background of the transaction and how the price was negotiated
and determined, (iii) what safeguards might have been taken in light of both parties having a common controlling stockholder, (iv)
a discussion of the fairness opinion pursuant to Item 14(b)(6) of Schedule 14A and Item 1015 of Regulation M-A, (v) financial disclosures
pursuant to Item 14 (b)(11) and (vi) the certain of the disclosure required by Item 14(c)(2).

The Registrant believes
that certain information required by Item 14(c)(2) of Schedule 14A (the information required by Part C of Form S-4), is not material
and/or applicable and is not included in the Revised Information Statement. The Registrant determined that because the Target Business
did not meet the eligibility requirements of Form S-3, principally because neither the Target Business nor StockCross is or has
ever been a public company, the information required by Item 14(c)(2) of Schedule 14A is set forth in Item 17(b) of Form S-4 (“Item
17(b)”). Based upon a review of Item 17(b), the Registrant determined that the information required by Item 17(b)(2),
(3), (4), (9) and (10) is not material and/or applicable to the Target Business and has not included such information in the Revised
Information Statement.

The Registrant has included
a copy of the Asset Purchase Agreement in the Revised Information Statement as Annex A.

The Registrant determined
that the financial disclosures pursuant to Item 14(b)(8) and (9) of Schedule 14A are not required due to Target Business likely
qualifying as a smaller reporting company, in accordance with Item 301(b) of Regulation S-K. Additionally, as previously discussed
with the Staff, the Registrant has determined that in accordance with Schedule 14C and Item 1015 of Regulation M-A, the Registrant
is not required to include a copy of the Fairness Opinion and Valuation Report in the Revised Information Statement. The Registrant
furnished a statement in the Revised Information Statement to the effect that the Registrant will make the Fairness Opinion and
Valuation Report available for inspection and copying in accordance with Item 1015(c) of Regulation M-A.

If
the Staff has any questions or comments please contact me or in my absence Martin H. Kaplan directly at 212-269-1400.

        Very truly yours,

        /s/ Bryan S. Dixon

cc: Andrew Reich, Executive Vice
President