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January 15, 2010

BY
ELECTRONIC TRANSMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Cicely LaMothe

 Re:

 Siebert Financial Corp.

 Form 10-K for the Fiscal Year Ended December 31,
 2008,

 Form 10-Q for the Fiscal Quarter Ended September 30,
 2009

 File No. 001-32248

Ladies and Gentlemen:

          On
December 23, 2009, 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, 2008 that the Company previously filed on March 31, 2009 and
the Form 10-Q for the quarter ended September 30, 2009 previously filed on
November 16, 2009. The Company’s responses to the comments received on December
23, 2009 appear below. The Staff’s comments are reprinted below followed by the
Company’s responses.

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 Securities Act and advise us as to why you believe
you are eligible to take advantage of the safe harbors provided by the PSLRA
or, alternatively, remove your reference to the PSLRA in future filings.

Response: We believe we are eligible to take
advantage of the provisions of the PSLRA because we are an issuer that at all
times was and is subject to the reporting requirements of Section 13(a) of the
Securities Exchange Act of 1934 and we are not subject to any Exclusion under
Section 27A of the Securities Act of 1933. We are not a “penny stock” pursuant
to at least the exemptions provided by Rule 3a51-1 under the Exchange Act,
specifically, subsection (g) thereof as we have more than $2,000,000 in net tangible
assets and have had over $6,000,000 in revenue for the last three years.

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 net loss in the same year. To the
extent that these changes in your financial condition represent a trend or
uncertainty that will affect your liquidity in a material way, please disclose
as such. Refer to Item 303(a). Please provide this disclosure in future
fillings

Response: Although the Company
experienced a decrease in cash and cash equivalents and had a loss in 2008, we
did not believe this represented a trend that would materially affect the
Company’s liquidity. The Company will disclose significant trends in future
filings.

Consolidated Statement of Operations, page F-3

3. We note that you are presenting the settlement of your
lawsuit against 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.

Response: The Company commenced a lawsuit against Intuit,
Inc. in 2003 seeking expenses and damages arising from a Joint Brokerage
Service conducted under a Strategic Alliance agreement between the Company and
Intuit, Inc. Through 2003, the Company had accrued $2,024,000 of expenses
relating to the Joint Brokerage Service. A Stipulation and Order of Dismissal
with prejudice were entered into by the Company and Intuit, Inc. in October of
2007 whereby it was agreed that no payments were required to be made by or to
either party. Accordingly, the Company wrote off the old liabilities. The
Company considered the Stipulation and Order of Dismissal to result in a gain
on the settlement of the litigation and not a recovery of expenses. This gain
was grouped with other income items in the revenue section in the Company’s
statement of operations which was prepared using a single-step format. Using
such format all revenue and gain items are reported in one category and all
expense items are reported in a separate category.

Note I – Financial Instruments with off-balance sheet risk
and concentrations of credit risk, page F-15

4. We note that in the event that customers 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 relating to the risk that customers may not fulfill their contractual
obligations with the clearing broker.

Response: The Company clears its securities on a fully disclosed basis through a
clearing broker. Any losses that have been incurred by the clearing broker
because a customer did not fulfill their obligation will be charged to the
Company’s operations at the time it is probable that a liability has been
incurred and the amount can be reasonably estimated.

Page 3

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.

Response: The Company notes
your comment and will ensure that future filings will not make reference to
legacy GAAP Standards.

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)
644-2418.

 Very truly yours,

 /S/ Muriel F. Siebert

 Chief Executive Officer

 cc:

 Jeanne Rosendale, Esq.

 Warren Nimetz, Esq.

 Leonard Leiman, Esq.