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     S I E B E R T  F I N A N C I A L  C O R P .

October 1, 2007

BY
ELECTRONIC TRANSMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. John Cash

Re:

Siebert Financial Corp.

Form 10-K for the year ended December 31, 2006 File
 No. 0-5703

Ladies and Gentlemen:

          On
September 20, 2007, Siebert Financial Corp. (the “Company”) received comments
from the Commission’s staff (the “Staff”) regarding the Form 10-K for the year
ended December 31, 2006 that the Company previously filed on April 2, 2007. The
Company’s responses to the comments received on September 20, 2007 appear
below. The Staff’s comments are reprinted below followed by the Company’s
responses.

Item 9A. Controls and Procedures, page 21

1. We note from
your disclosure that your President and Chief Financial Officer “concluded that
[your] disclosure controls and procedures are effective in timely alerting them
to material information relating to the Company that is required to be included
in [your] periodic filings with the Securities and Exchange Commission.” Please
confirm to us for both you form 10-K and your subsequent Form 10-Qs, if true,
and revise in future filings your disclosure to clarify, if true, that your
officers concluded that your disclosure controls and procedures are effective
to ensure that information required to be disclosed by an issuer in the reports
that you file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the SEC and to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to your management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. Alternatively, in future filings please include that your
disclosure controls and procedures are “effective” or “ineffective” without
providing any part of the definition of disclosure controls and procedures. Refer
to Exchange Act Rule 15d-15(e).

Response:
The Company confirms that with respect to its Form 10-K and subsequent Form
10-Qs its officers concluded that the Company’s disclosure controls and
procedures are effective to

885 Third Avenue, 17th floor, New York, NY 10022-4802 • Telephone: 212.644.2400 Fax: 212.486.2784

Page 2

ensure that
information required to be disclosed by an issuer in the reports that it files
or submits under the Exchange Act are recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC
and to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the Company’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. The
Company will revise this disclosure in its future filings with the Commission
to reflect that its disclosure controls and procedures are effective.

Consolidated Statement of Income, page F-3

2. We note that you have included income from
equity investees in revenues rather than presenting this line item below
provision for income taxes. In future filings, please remove income from equity
investees from revenue. Refer to Section XI.B. of the March 11, 2003 meeting
minutes of the SEC Regulations Committee for guidance. If you believe your
equity method investees are integral to your operations and intend to present
this line item above income before any provisions for income taxes, please
provide us with a comprehensive explanation as to why you believe these equity
method investees are integral to your operations. Refer to Rule 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.

Response: The
Company conducts its municipal bond investment banking business and related
derivatives transactions through Siebert Brandford Shank & Co., LLC (“SBS”)
and SBS Financial Products Company, LLC (“SBSFP”), investees, which are
accounted for by the equity method. The Company believes the business of SBS and SBSFP are integral
to the operations of the Company due to the fact that in the normal course of business the Company earns
fees from investment banking services, however, with respect to revenue from
municipal securities, all such fees are earned through the equity investees.
Prior to the formation of SBS, all municipal underwriting was done directly by
the Company through a division. In 1997, SBS was formed and all municipal
underwriting business was transferred to that entity in order to share risk
with the managers of SBS. The business of SBSFP is also integral to the
operations of the Company as the operations of SBSFP are directly related to
the municipal underwriting business of SBS.

Both SBS and the Company are in the investment banking business and
SBSFP is in a directly related business. Investment banking revenues, which are
significant, are shown as a separate line
item under revenues in the Company’s consolidated statements of income. As the
Company’s equity in earnings from the investees are derived from investment
banking or related revenues, the Company believes that presenting such item under
revenues rather than as a separate line item above income before provision for income taxes provides a more meaningful
presentation of its operations. The Company further believes that its
presentation conforms with Rule 5-03-13 of Regulation S-X in that the rule
provides for flexibility in the position and manner of presentation of equity
in earnings of investees and does not prohibit such item from being shown
under revenues. In addition, the Company has noted public filings of other
companies that have adopted a similar
presentation under apparent similar circumstances. Accordingly, the Company
believes that including its equity in investees earnings under revenues is the best
presentation under its circumstances and would prefer to continue to do so. However,
if this is not acceptable to the Staff, the Company proposes to show its equity in investees earnings in a separate caption between
revenues and expenses with a subtotal of revenues and equity in investees earnings included in the income statement.

The Company
will
disclose how the operations of the investees are an integral part of the
Company’s operations in future filings with the Commission.

Page 3

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 SFAS95. 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 SFAS95.

Response: The
Company hereby confirms that the “Distributions from equity investees” that are
included within net cash provided by operating activities represents a return
on the Company’s investment as required by paragraph 22 of SFAS95. In addition,
the Company hereby confirms that the “Collection of advances made to
equity investees” that are included in investing activities represents a return
of the Company’s investment as required by paragraph 16b of SFAS95.

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

Response: The Company notes your comment and will
ensure that the auditors’ report reflects its signature as required by Rule
2-02(a) of Regulation S-X in future filings. The original signature on the
auditors’ report is maintained in the Company’s files.

          In
addition, the Company hereby acknowledges that (i) the Company is responsible
for the adequacy and accuracy of the disclosure in its filings, (ii) Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing, and
(iii) 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. If you have any further questions or need any further
information regarding this filing, please call the undersigned at (212)
644-2434.

Very truly
 yours,

/s/ Joseph M. Ramos, Jr.

Joseph M. Ramos, Jr.

Chief Financial Officer

cc:

Jeanne Rosendale, Esq.

Warren Nimetz, Esq.

Leonard Leiman, Esq.