SecProbe.io

CORRESP
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 June 5, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 Siebert Financial Corp.

 Registration Statement on Form S-3

 Filed May 30, 2025

 File No. 333-287680

 Acceleration Request

 Requested Date: Monday, June 9, 2025

 Requested Time: 4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-287680) (the " Registration Statement ") to become effective
on Monday, June 9, 2025 at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside
counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 Siebert Financial Corp.

 By:
 /s/ Andrew H. Reich

 Andrew H. Reich

 Executive Vice President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Andrew H. Reich
Chief Operating Officer, Chief Financial Officer, and Secretary
Siebert Financial Corp.
653 Collins Avenue
Miami Beach, FL 33139

 Re: Siebert Financial Corp.
 Registration Statement on Form S-3
 Filed May 30, 2025
 File No. 333-287680
Dear Andrew H. Reich:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact John Dana Brown at 202-551-3859 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Blake Baron
</TEXT>
</DOCUMENT>

CORRESP
1
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Siebert Financial Corp.

653 Collins Avenue

Miami Beach, FL 33139

January 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Siebert Financial Corp.

    Registration Statement on Form S-3

    Filed January 18, 2024

    File No. 333-276585

    Acceleration Request

    Requested Date: Friday, January 26, 2024

    Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-276585) (the “Registration Statement”) to become effective
on Friday, January 26, 2024 at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its
outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Mark T. Hiraide at (310)
312-3768.

    Very truly yours,

    Siebert Financial Corp.

    By:
    /s/ Andrew H. Reich

    Andrew H. Reich

    Executive Vice President

United States securities and exchange commission logo
January 24, 2024
Andrew Reich
Executive Vice President
Siebert Financial Corp.
653 Collins Avenue
Miami Beach, FL 33139
Re:Siebert Financial Corp.
Registration Statement on Form S-3
Filed January 18, 2024
File No. 333-276585
Dear Andrew Reich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

February 28, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Siebert Financial Corp.

Registration Statement on Form S-3

Filed February 18, 2022

File No. 333-262895

Acceleration Request

Requested Date: Wednesday, March 2, 2022

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-262895) (the “Registration Statement”) to become effective
on Wednesday, March 2, 2022 at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its
outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Siebert Financial Corp.

    By:
    /s/ Andrew H. Reich

    Andrew H. Reich

    Executive Vice President

United States securities and exchange commission logo
February 25, 2022
Andrew H. Reich
Executive VP, COO, CFO and Secretary
Siebert Financial Corp.
535 Fifth Avenue, 4th Floor
New York, NY 10017
Re:Siebert Financial Corp.
Registration Statement on Form S-3
Filed February 18, 2022
File No. 333-262895
Dear Mr. Reich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

February 7, 2019
Andrew H. Reich
Chief Financial Officer
Siebert Financial Corp.
120 Wall Street
New York, New York 10005
Re:Siebert Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed April 13, 2018
File No. 000-05703
Dear Mr. Reich:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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Date: 11/15/18

To:

United States

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Financial Services

Washington, D.C. 20549

Re: Siebert Financial Corp.

Form 10-K for Fiscal Year Ended December 31, 2017

Filed April 13, 2018

Form 10-Q for Fiscal Quarter Ended June 30, 2018

Filed August 13, 2018

File No. 000-05703

Dear SEC:

Outlined below is our response to your above inquiry dated October 17, 2018.

As per my conversation with John Spitz, the time frame of our response includes an extension.

Sincerely,

Andrew H. Reich

Chief Financial Officer

Siebert Financial Corp.

120 Wall Street

New York, New York 10005

Page 1 of 8

Form 10-K for Fiscal Year Ended December 31, 2017

Notes to Consolidated Financial Statements

Note A - Business Order, page F-8

1. Please refer to comment 2. We note that the guidance in ASC 250-10-20 defines a change in reporting entity as changing specific subsidiaries that make up the group of entities for which consolidated financial statements are presented. Please provide us additional information regarding how the transaction was structured and accounted for from a legal entity standpoint and how you determined there were no new legal entities. Specifically provide us the organizational structure of Siebert Financial Corp by legal entity before and after the transaction and identify which legal entity contained Stock Cross.

The Company’s Response:

The transaction was structured as a purchase of certain assets from StockCross (the “Assets”) by Siebert Financial Corp. (the “Company”). The Company housed these Assets in one of its subsidiaries, Muriel Siebert & Co, Inc. The Company acquired the Assets due to the similarities between the business models of StockCross and MSCO. Since the Assets were housed in MSCO, no new legal entity was created. Accordingly, the Company noted that the transaction did not cause a change in the reporting entity. Below is the organization chart which reflects the organizational structure as of September 30, 2018.

Page 2 of 8

Note E - Income Taxes, page F-11

2. Please refer to comment 1. Based on the guidance in ASC 740-10-25-47, the impact of the Tax Cuts and Jobs Act should be recognized in 2017. Based on your response, it appears that you have recognized the impact in 2018. Please tell us if you had an error in your December 31, 2017 financial statements considering the guidance in ASC 250. If so, please revise your financial statements if the error was material. Additionally, please revise your proposed disclosure accordingly.

The Company’s Response:

In regard to the effect of the Tax Cuts and Jobs Act, we determined that the primary change applicable to us will result in lower income tax expense in 2018 as well as subsequent years. The statutory federal income rates in effect of 34% as of December 31, 2017 and 21% in subsequent periods were utilized to calculate the income tax provision and this provision will result in lower income tax expense in 2018 as well as subsequent years. In addition, the change in federal income tax rates affected the valuation of our gross deferred tax asset; however, there was no material impact to the financials as of December 31, 2017 through June 30, 2018 as there was a full valuation allowance during those periods.

Page 3 of 8

Form 10-Q for Fiscal Quarter Ended June 30, 2018

Notes to Consolidated Financial Statements

Note 7. Provision for Income Taxes, page 9

3. Please refer to comment 3. In your response you state that the positive evidence regarding the ability to reverse your existing taxable temporary differences outweighs the negative evidence. However, you also state that you determined based on your assessment of both positive and negative evidence as well as objective and subjective evidence that it is more likely than not that you will not realize a portion of your deferred tax assets. We note that you continue to maintain a full valuation allowance on your deferred tax assets as of December 31, 2017 and the subsequent quarterly periods ended March 31, 2018 and June 30, 2018. Please reconcile your first statement that the positive evidence outweighs the negative evidence with your subsequent statement that it is more likely than not that you will not realize a portion of your deferred tax assets as of December 31, 2017.

The Company’s Response:

Evaluation of Deferred Tax Asset as of December 31, 2017 through June 30, 2018

We did not recognize a deferred tax asset as of December 31, 2017 through June 30, 2018 based on our analysis of positive and negative evidence available. In assessing the amount to be recorded as a deferred tax asset, we considered the following factors:

Positive Evidence

·

Positive earnings for 2017

·

Preliminary positive earnings for first six months of 2018 and positive projections for the full year.

Negative Evidence

·

Track record of positive earnings in 2018 is limited.

·

Significant losses in 2016, 2015, and 2014.

·

The unpredictable nature of future revenue streams.

·

The potential correction in the market, which could result in losses to the Company and the inability to use the tax asset.

·

The uncertainty in the political environment which could result in a change in the tax code that may cause market repercussions.

·

The effect of the tariffs on the economy.

·

Increased competitive pressures.

Page 4 of 8

ASC 740-10-30-22(c), provides examples of positive evidence that might support a conclusion that a valuation allowance is not needed when there is negative evidence. According to ASC 740-10-30-22(c), an example of positive evidence that might overcome negative evidence is "a strong earnings history exclusive of the loss that created the future deductible amount (tax loss carryforward or deductible temporary difference) coupled with evidence indicating that the loss (for example, an unusual, infrequent, or extraordinary item) is an aberration rather than a continuing condition."

In consideration of the guidance shown above, as of December 31, 2017, we believe that the Company did not have enough financial track record to be classified as having a “strong earnings history” as identified above. As of June 30, 2018, we considered the improved operating results post-acquisition of the retail assets from StockCross; however, we still believed that there was not enough financial track record for the Company to be classified as having a “strong earnings history.” In addition, a significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year periods ended December 31, 2016. Such objective evidence limited the ability to consider other subjective evidence such as our projections for future growth.

Accordingly, the positive financial performance was insufficient to outweigh the negative evidence as indicated above, and we concluded, using the more likely than not criteria, that a full valuation allowance for the deferred tax asset was appropriate as of December 31, 2017, March 31, 2018, and June 30, 2018 and the evidence did not support recording a partial valuation allowance.  Please refer to Exhibit 1 and Exhibit 2 for further detail.

Page 5 of 8

4. Please refer to comment 3. Please provide us the following information: • An analysis comparing actual tax or GAAP income versus forecasted amounts for the fiscal years ended December 31, 2017, 2016 and 2015 and for the most recent periods in 2018. Please explain the reasons for any significant differences. • Projected tax or US GAAP income by year as of December 31, 2017 and June 30, 2018 with a schedule detailing the amount of and the realization of your deferred tax assets based on your projections.

The Company’s Response:

As supplemental information pursuant to rule 12b-4, we prepared Exhibit 1 and Exhibit 2 as requested and Exhibits 3 and 4 as follows:

·

Exhibit 1 – An analysis comparing actual tax income versus forecasted amounts for fiscal years ended December 31, 2017, 2016 and 2015 and for the most recent periods in 2018. The analysis includes year to date results as of each quarter in 2018 and projected year end December 31, 2018.

·

Exhibit 2 - Projected taxable income by year as of December 31, 2017 and June 30, 2018 for the three year period ending December 31, 2020, with a schedule detailing the amount of and the realization of deferred tax assets based on projections.

·

Exhibit 3 - Projected taxable income by year as of September 30, 2018 for the three year period ending December 31, 2020, with a schedule detailing the amount of and the realization of deferred tax assets based on projections.

·

Exhibit 4 – Detail of net operating loss carryforwards and calculation of deferred tax asset as of September 30, 2018.

References to the exhibits are incorporated into our responses.

Page 6 of 8

5. Please refer to comment 3. You state that it is more likely than not that you will not realize a portion of your deferred tax assets based on your assessment of both positive and negative evidence as well as objective and subjective evidence. Please tell us the most persuasive negative evidence, how you considered the guidance in ASC 740-10-30-22(c), and how you considered the significant improved operating results after your acquisition of StockCross in making your determination. Please also tell us how you considered that a full valuation allowance was appropriate as compared to a partial valuation allowance.

The Company’s Response:

Refer to our response to item 3 above and the following additional information regarding our reassessment of positive and negative evidence as of September 30, 2018.

Evaluation of Deferred Tax Asset as of September 30, 2018

As of September 30, 2018, we recognized a deferred tax asset based on the additional positive evidence available. In assessing the amount to be recorded as a deferred tax asset, we considered the positive and negative evidence referenced above, as well as the below evidence:

Subsequent Positive Evidence

·

Three quarters of significantly improved operating results in comparison to 2017 and historical years.

·

Almost a full year of positive earnings post-acquisition of the retail assets from StockCross.

·

Taxable income of approximately $5 million as of September 30, 2018.

·

Revised projected taxable income for fiscal year 2018, 2019 and 2020 exceeding original projections performed at the end of 2017.

As of September 30, 2018, we considered the guidance from ASC 740-10-30-22(c) and believed that with three quarters of significantly improved operating results from the acquisition of the retail assets from StockCross, we concluded that the Company had a sufficient track record of positive performance as well as a trend of improving results to be classified as having a “strong earnings history.” While the negative evidence considered as of December 31, 2017 through June 30, 2018 was still relevant, the objective evidence of the Company’s performance during 2018 supported the positive evidence outweighing the negative.

As such, as of September 30, 2018, we believe that it was reasonable to record a deferred tax asset (net of valuation allowance) of approximately $1,393,000 as projected for the next three years. In assessing the amount to be recorded as a deferred tax asset, we concluded that a period not exceeding three years was a reasonable projection period due to increasing competitive pressures, regulatory costs, and the volatile political and economic environment. Please refer to Exhibit 3 and Exhibit 4 for further detail.

Page 7 of 8

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me.

Sincerely,

/s/ Andrew H. Reich

Andrew H. Reich

Chief Financial Officer

Siebert Financial Corp.

120 Wall Street

New York, New York 10005

Page 8 of 8

October 17, 2018
Andrew H. Reich
Chief Financial Officer
Siebert Financial Corp.
120 Wall Street
New York, New York 10005
Re:Siebert Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed April 13, 2018
Form 10-Q for Fiscal Quarter Ended June 30, 2018
Filed August 13, 2018
File No. 000-05703
Dear Mr. Reich:
            We have reviewed your October 10, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 7, 2018 letter.
Form 10-K for Fiscal Year Ended December 31, 2017
Notes to Consolidated Financial Statements
Note A - Business Order, page F-8
1.Please refer to comment 2.  We note that the guidance in ASC 250-10-20 defines a change
in reporting entity as changing specific subsidiaries that make up the group of entities for
which consolidated financial statements are presented.  Please provide us additional
information regarding how the transaction was structured and accounted for from a legal
entity standpoint and how you determined there were no new legal entities.  Specifically

 FirstName LastNameAndrew H. Reich
 Comapany NameSiebert Financial Corp.
 October 17, 2018 Page 2
 FirstName LastNameAndrew H. Reich
Siebert Financial Corp.
October 17, 2018
Page 2
provide us the organizational structure of Siebert Financial Corp by legal entity before and
after the transaction and identify which legal entity contained StockCross.
Note E - Income Taxes, page F-11
2.Please refer to comment 1.  Based on the guidance in ASC 740-10-25-47, the impact of
the Tax Cuts and Jobs Act should be recognized in 2017.  Based on your response, it
appears that you have recognized the impact in 2018.  Please tell us if you had an error in
your December 31, 2017 financial statements considering the guidance in ASC 250.  If so,
please revise your financial statements if the error was material.  Additionally, please
revise your proposed disclosure accordingly.
Form 10-Q for Fiscal Quarter Ended June 30, 2018
Notes to Consolidated Financial Statements
Note 7. Provision for Income Taxes, page 9
3.Please refer to comment 3.  In your response you state that the positive evidence regarding
the ability to reverse your existing taxable temporary differences outweighs the negative
evidence.  However, you also state that you determined based on your assessment of both
positive and negative evidence as well as objective and subjective evidence that it is more
likely than not that you will not realize a portion of your deferred tax assets.  We note that
you continue to maintain a full valuation allowance on your deferred tax assets as of
December 31, 2017 and the subsequent quarterly periods ended March 31, 2018 and June
30, 2018.  Please reconcile your first statement that the positive evidence outweighs the
negative evidence with your subsequent statement that it is more likely than not that you
will not realize a portion of your deferred tax assets as of December 31, 2017.
4.Please refer to comment 3.  Please provide us the following information:

•An analysis comparing actual tax or GAAP income versus forecasted amounts for the
fiscal years ended December 31, 2017, 2016 and 2015 and for the most recent periods
in 2018.   Please explain the reasons for any significant differences.

•Projected tax or US GAAP income by year as of December 31, 2017 and June 30,
2018 with a schedule detailing the amount of and the realization of your deferred tax
assets based on your projections.
5.Please refer to comment 3.  You state that it is more likely than not that you will not
realize a portion of your deferred tax assets based on your assessment of both positive and
negative evidence as well as objective and subjective evidence.  Please tell us the most
persuasive negative evidence, how you considered the guidance in ASC 740-10-30-22(c),
and how you considered the significant improved operating results after your acquisition
of StockCross in making your determination.  Please also tell us how you considered that
a full valuation allowance was appropriate as compared to a partial valuation allowance.

 FirstName LastNameAndrew H. Reich
 Comapany NameSiebert Financial Corp.
 October 17, 2018 Page 3
 FirstName LastName
Andrew H. Reich
Siebert Financial Corp.
October 17, 2018
Page 3
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant. at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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120 Wall Street | 25th Floor | New York, NY 10005

Tel: (212) 644-2434 | Fax: (212) 838-0647 | www.SiebertNet.com

October 8, 2018

To: United States

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Financial Services

Washington, D.C. 20549

Re: Siebert Financial Corp.

Form 10-K for Fiscal Year Ended December 31, 2017

Filed April 13, 2018

Form 10-Q for Fiscal Quarter Ended June 30, 2018

Filed August 13, 2018

File No. 000-05703

Dear SEC:

Outlined below is our response to your above inquiry dated September 7, 2018. As per my conversation with John Pitz, the time frame of our response includes a ten-day extension.

Sincerely,

Andrew Reich

Chief Financial Officer

Siebert Financial Corp.

120 Wall Street

New York, New York 10005

Page 1 of 12

Form 10-K for Fiscal Year Ended December 31, 2017

 Notes to Consolidated Financial Statements

Note E - Income Taxes, page F-11

1. Please tell us and revise your future filings to discuss in detail how the adoption of the Tax Cuts and Jobs Act impacted your current and future financial results and your financial position at December 31, 2017. Refer to ASC 740-10-50-9(g) for guidance.

The Company’s Response:

The Company considered the effects of the Tax Cuts and Jobs Act (the Act) under the guidance referred to above and ASC 740-270-25-5 as follows:

US Corporate Tax Rates

The statutory federal income rates in effect of 34% at December 31, 2017 and 21% in subsequent periods were utilized to calculate the income tax provision. This provision will result in lower income tax expense subsequent to 2018.

Net Operating Loss Carry Overs

The Act applies an 80% limitation to losses arising after 2017 and does not allow a loss to be carried back. The Company has no losses available for carry back claims and currently has no losses subject to this limitation.

Adjustment of Deferred Tax Asset

The Company revalued deferred tax assets under provisions of the Act. The value of the deferred tax assets decreased from $10.4 million at December 31, 2017 to $7.2 million at June 30, 2018 primarily due to lower income tax rates. In each of the two subsequent reporting periods in 2018, the Company evaluated its deferred asset tax position and maintained a full valuation allowance.

Business Related Exclusions and Deductions

The Company evaluates business related exclusions and deductions and temporary or permanent differences on an ongoing basis including revisions in entertainment expenses deductible for income tax purposes under the Act. These considerations are included in the provision for income taxes.

The Company will revise its future filings to reflect the foregoing.

Page 2 of 12

“Note A - Business Order, page F-8

2. You disclose that you accounted for the StockCross acquisition as an entity under common control, pursuant to ASC 805-50 and that the acquisition did not change the composition of Muriel Siebert & Co, Inc., a wholly owned subsidiary of the company, as a reporting entity. Please tell us in detail how you considered whether the acquisition resulted in a change in reporting entity of Siebert Financial Corp. considering the guidance in ASC 250. If you believe the transaction resulted in a change in reporting entity, please tell us how you concluded that the consolidated financial statements are presented in accordance with the guidance in ASC 805-50-45, or revise as appropriate.”

Response:

Siebert Financial Corp. management (“Management”), in consultation with Marks Paneth LLP (“Consultant”) and discussion with the Division of Corporation Finance on February 26, 2018, performed the following steps to determine that the appropriate accounting and disclosures for the Transaction:

Management Analysis

Parties:

StockCross Financial Services, INC. (“SFS” or “Seller”),

Muriel Siebert & Co., INC. (“MSCO”),

Siebert Financial CORP., (“Parent” or “SFC”)

The entities above collectively (“Parties”)

Gloria Gebbia (“Gloria”)

Richard S Gebbia (“Richard”)

Page 3 of 12

Background Facts:

The Parties signed a sale agreement (“Transaction”), dated June 26, 2017, which stated that the Seller will sell, transfer, assign, convey and deliver to MSCO, and MSCO will acquire from Seller all of Seller’s right, title and interest in and to the certain assets, properties and rights of Seller as the same existing as of the close of business on the Closing Date, free and clear of all Liens.

The management of Muriel Siebert & Co., INC. (“Management”) performed the analysis to identify the appropriate treatment for the transaction.

Management used the following as basis for their assessment:

ASC 805-50. “Transactions between Entities under Common Control.”

FASB ASC 805 does not include a definition of the term "common control" that can be used in determining whether transactions are between commonly controlled entities.

The ownership structure and management of StockCross Financial Services, INC.

The ownership structure and management of Muriel Siebert & Co., INC.

The ownership structure and management of Siebert Financial CORP.,

The SEC intention as it relates to “1997 Twenty-Fifth Annual National Conference on Current SEC Developments” on December 9, 1997, Remarks by Donna L. Coallier

The definition as represented in SEC website Section 6710(a) (ee) “The term “common control” means the same natural person or entity controls two or more entities.  www.sec.gov/rules/sro/finra/2014/34-73762-ex5.pdf

Page 4 of 12

Ownership and Control Analysis

Below are the main ownership interests.  As reflected, each of them owns 26% of SFS, with Richard S Gebbia being the head of management.

David J Gebbia

26.01

%

1,600,000.00

John M Gebbia

26.01

%

1,600,000.00

Richard S Gebbia

26.01

%

1,600,000.00

The parties listed above are also known as the Gebbia Brothers.

As for Gloria, her ownership is represented below:

Gloria Gebbia

5.69

%

350,000.00

The parties listed above are collectively (the “Gebbia Family”)

Below are the main ownership interests of SFC, with Andrew Reich as the head of management:

Name

Class A Units

Common shares

%

Gloria E. Gebbia

1,100.00

4,900.00

5,390,000

49.00

%

2,606,337

9.60

%

Kennedy Cabot Acquisition

14,987,283

55.19

%

Richard Gebbia

1,100.00

1,000.00

1,100,000

10.00

%

1,808,425

6.66

%

Page 5 of 12

Analysis

FASB ASC 805 does not include a definition of the term "common control" that can be used in determining whether transactions are between commonly controlled entities. With that said, FASB ASC 805-50-15-6 does provide the following examples of the types of transactions that qualify as common control transactions:

·

An entity charters a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.

·

A parent transfers the net assets of a wholly owned subsidiary into the parent and liquidates the subsidiary. That transaction is a change in legal organization but not a change in the reporting entity.

·

A parent transfers its controlling interest in several partially owned subsidiaries into a new wholly owned subsidiary. That transaction also is a change in legal organization but not a change in the reporting entity.

·

A parent exchanges its ownership interests or the net assets of a wholly owned subsidiary for additional shares issued by the less-than-wholly owned subsidiary of the parent, thereby increasing the percentage of ownership of the parent in the less-than-wholly owned subsidiary but leaving all of the existing noncontrolling interests outstanding.

·

A less-than-wholly owned subsidiary of the parent issues its shares in exchange for shares of another subsidiary previously owned by the same parent, and the noncontrolling shareholders are not party to the exchange. This type of transaction is not a business combination from the perspective of the parent.

·

A limited liability company is formed by combining entities under common control.

Per the SEC “1997 Twenty-Fifth Annual National Conference on Current SEC Developments” on December 9, 1997, Remarks by Donna L. Coallier, it is Management’s understanding that the term “family members” was used with the intention that it meant the parents and minors or children that do not have the ability and the capability to identify and pursue their own best interest.

A common-control transaction is a transfer of net assets or an exchange of equity interests between entities under the control of the same parent. While no consensus was reached on that issue, the SEC staff believes that common control exists between (or among) separate entities when immediate family members hold more than 50 percent of the voting ownership interest of each entity (with no evidence that those family members will vote their shares in any way other than in concert).

Management noted:

The Gebbia Family owns the majority shares of SFS

In December 2016, the Gebbia Family acquired the majority shares of SFC

Management has no evidence that Gebbia Family members will vote their shares in any way other than in concert

Management noted that the Gebbia Family transferred certain assets from SFS as detailed in the Transaction to SFC (which is owned 100% by MSCO), and in return SFS received shares in MSCO.

Page 6 of 12

A change in reporting entity requires retrospective presentation as of the date common control existed, while no change in the reporting entity allows for prospective presentation. A change in reporting entity is typically defined as when a reporting entity now must present consolidated or combined financial statements in place of financial statements of individual entities; or when there is a change of specific subsidiaries that make up a group of entities for which consolidated financial statements are presented; or changing the entities included in combined financial statements. None of these situations apply to the Transaction as there is no new legal entity and the presentation of entities remains the same.

Management evaluated the Transaction to determine if it resulted in a change in the reporting entity as described in ASC 250-10:

Did the Transaction cause a change in the presentation (Consolidation or Combination) between SFC and SFS? The answer is no.

Did the Transaction cause a change in SFC reporting as part of MSCO? The answer is no.

The group of assets transferred from SFS to SFC are similar to assets held by SFC.

Consideration was also given to whether or not the assets transferred were of a similar nature to those held by MSCO at the time of the transfer, or if they were different, which could possibly result in a change in MSCO. Significantly, Management considered that there was no change in the reporting entity because the assets transferred/acquired were substantially the same as those used in the current business, and it is merely add-on of additional customers.

Based on the ASC 250-10 criteria not met, the Transaction did not result in a change in reporting entity.

Based on the analysis listed above, it is Management’s position that

The Transaction meets the threshold of a transaction between entities under common control. The Transaction did not result in a change in the reporting entity. As the transfer of net assets and related operations did not change the composition of MSCO as a reporting entity, retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control was not required. Accordingly, the net assets transferred, and related operations were presented prospectively as of the closing date of the transaction.

Accordingly, the Company’s consolidated financial results includes the financial results of SFS assets acquired as part of the Transaction prospectively, as of the date of the transfer. It is Management’s conclusion that the consolidated financial statements are presented in accordance with the guidance in ASC 805-50-45.

Page 7 of 12

Note 7. Provision for Income Taxes, page 9

3. We note your disclosure that due to cumulative previous losses incurred by the Company, the Company is unable to conclude it is more likely than not to realize its deferred tax asset in excess of the deferred tax liability and accordingly, the Company has recorded a full valuation allowance as of December 31, 2017 and June 30, 2018. We also note you have recorded net income for fiscal year ended December 31, 2017 and subsequent quarterly periods ended March 31, 2018 and June 30, 2018. Please ensure you consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. Refer to ASC 740-10-30-16 through 30-25 for guidance. Additionally, please revise future filings to discuss the factors that impact your estimates and judgment regarding the reliability of your deferred tax asset and the measurement of your valuation allowance. Refer to ASC 740-10-50-21 for guidance.

The Company’s Response:

As noted in Note E of the 2017 Form 10-K, the Company established a $10.4 million valuation allowance against the deferred tax asset. In each of the two subsequent reporting periods in 2018, the Company evaluated its deferred asset tax position and maintained a full valuation allowance.

In evaluating the allowance at December 31, 2017 and the two subsequent reporting periods, the Company fully evaluated the positive and negative evidence in determining both the need for and the size of the valuation allowance. The analysis for both year end and the two subsequent reporting periods was similar in nature, with values and projections updated to reflect actual results and new information as they arose. The discussion that follows summarizes the evaluation done at each reporting period and addresses the reasons why the Company believes that it is unable to conclude that it is “more likely than not” that future earnings will be sufficient to realize the remaining deferred tax assets. As required by ASC 740-10-30-21, the Company evaluated both positive and negative evidence in terms of the following potential sources in determining the amount of the valuation allowance:

Future reversals of existing taxable temporary differences

The Company reviewed the reversal of existing taxable temporary differences and has not identified any such differences that will reverse in periods beyond the 20-year carry forward period (or the indefinite period under the Tax Act). Given the Company’s operating income, capital and liquidity levels and the stabilization of its capital position at December 31, 2017, March 31, 2018 and June 30, 2018, the Company is operating as a “going concern” with a relatively small chance of outright failure. As such, the Company believes that these factors and others indicate that positive evidence regarding the ability to reverse its existing taxable temporary differences outweighs the negative evidence. Existing taxable temporary differences (including tax loss carry forwards) totaled $23.3 million of the gross deferred tax asset at December 31, 2017, March 31, 2018 and June 30, 2018.

Page 8 of 12

Future taxable income exclusive of reversing temporary differences and carry forwards

The Company developed an estimate of future earnings and taxable income for the period between 2018 and 2020 when it established its original valuation allowance on December 31, 2017 and has updated it in subsequent quarters. In developing the estimates of future earnings, several primary assumptions were used, and the results were probability weighted and averaged together to assist in determining both the need for a valuation allowance and the size of the allowance. In conducting this analysis each quarter, Management assumed economic conditions would continue to be favorable in 2018. These assumptions were in line with both national and regional economic forecasts.

September 7, 2018
Andrew H. Reich
Chief Financial Officer
Siebert Financial Corp.
120 Wall Street
New York, New York 10005
Re:Siebert Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed April 13, 2018
Form 10-Q for Fiscal Quarter Ended June 30, 2018
Filed August 13, 2018
File No. 000-05703
Dear Mr. Reich:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Notes to Consolidated Financial Statements
Note E - Income Taxes, page F-11
1.Please tell us and revise your future filings to discuss in detail how the adoption of the Tax
Cuts and Jobs Act impacted your current and future financial results and your financial
position at December 31, 2017.  Refer to ASC 740-10-50-9(g) for guidance.
Note A - Business Order, page F-8
2.You disclose that you accounted for the StockCross acquisition as an entity under
common control, pursuant to ASC 805-50 and that the acquisition did not change the

 FirstName LastNameAndrew H. Reich
 Comapany NameSiebert Financial Corp.
 September 7, 2018 Page 2
 FirstName LastNameAndrew H. Reich
Siebert Financial Corp.
September 7, 2018
Page 2
composition of Muriel Siebert & Co, Inc., a wholly owned subsidiary of the company, as a
reporting entity.  Please tell us in detail how you considered whether the acquisition
resulted in a change in reporting entity of Siebert Financial Corp. considering the
guidance in ASC 250.  If you believe the transaction resulted in a change in reporting
entity, please tell us how you concluded that the consolidated financial statements are
presented in accordance with the guidance in ASC 805-50-45, or revise as appropriate.
Form 10-Q for Fiscal Quarter Ended June 30, 2018
Financial Statements
Note 7. Provision for Income Taxes, page 9
3.We note your disclosure that due to cumulative previous losses incurred by the Company,
the Company is unable to conclude it is more likely than not to realize its deferred tax
asset in excess of the deferred tax liability and accordingly, the Company has recorded a
full valuation allowance as of December 31, 2017 and June 30, 2018.  We also note you
have recorded net income for fiscal year ended December 31, 2017 and subsequent
quarterly periods ended March 31, 2018 and June 30, 2018.  Please ensure you consider
all available evidence, both positive and negative, to determine whether, based on the
weight of that evidence, a valuation allowance for deferred tax assets is needed.  Refer to
ASC 740-10-30-16 through 30-25 for guidance.  Additionally, please revise future
filings to discuss the factors that impact your estimates and judgment regarding the
realizability of your deferred tax asset and the measurement of your valuation allowance.
Refer to ASC 740-10-50-21 for guidance.
Item 4. Controls and Procedures, page 13
4.In your December 31, 2017 Form 10-K, you disclosed on page 25 that your disclosure
controls and procedures were ineffective based on material weaknesses in internal control
over financial reporting relating to (i) your lack of sufficient qualified financial reporting
and accounting personnel with an appropriate level of expertise to properly address
complex accounting issues under generally accepted accounting principles (GAAP) and to
prepare and review your consolidated financial statements and related disclosures to fulfill
GAAP and SEC financial reporting requirements; and (ii) failure to utilize a disclosure
checklist to ensure that all relevant and required GAAP disclosures are properly included
in the financial statements.  We also note your disclosure on page 26 related to your
remediation efforts. Given your disclosure in both your 2018 Forms 10-Q that there were
no material changes in your internal controls over financial reporting and that you were in
the process of developing a remediation plan under the supervision of the Audit
Committee and Board of Directors to improve the effectiveness of your controls, please
tell us and revise to disclose in detail the basis for your officers' conclusions that the
company's disclosure controls and procedures were effective as of the end of each of the
interim reporting periods ended March 31, 2018 and June 30, 2018.

 FirstName LastNameAndrew H. Reich
 Comapany NameSiebert Financial Corp.
 September 7, 2018 Page 3
 FirstName LastName
Andrew H. Reich
Siebert Financial Corp.
September 7, 2018
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
             You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

Mail Stop 4720
Nove mber 28 , 2017

Andrew Reich
Executive Vice President, Chief Operating Offi cer and Chief Financial Officer
Siebert Financial Corp.
120 Wall Street
New York, NY   10005

Re: Siebert Financial Corp.
 Form PRE14C
Filed  September 11, 2017
File No.  000-05703

Dear M r. Reich :

We have completed our review of your filing[s].  We remind you that the company and
its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Michael Clampitt

 Michael Clampitt
Staff Attorney
Office of Financial Services

cc:  Martin H. Kaplan, Esq.

CORRESP
1
filename1.htm

     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

Mail Stop 4720
September 28 , 2017

Andrew Reich
Executive Vice President, Chief Operating Offi cer and Chief Financial Officer
Siebert Financial Corp.
120 Wall Street
New York, NY   10005

Re: Siebert Financial Corp.
 Form PRE14C
Filed  September 11, 2017
File No.  000-05703

Dear M r. Reich :

We have limited our review of your proxy statement to those issues we have addressed in
our comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

Please revise your information statement to include I tem 14 of Schedule 14A disclosure s
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 th e 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 1 015 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.

Andrew Reich
Siebert Financial Corp.
September 28 , 2017
Page 2

 We remind you that  the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Jessica Livingston at 202-551-3448  or me at  202-551-3434 with any
questions.

Sincerely,

 /s/ Michael Clampitt

 Michael Clampitt
Staff Attorney
Office of Financial Services

cc:  Martin H. Kaplan, Esq.

October 4, 2016

Via E-mail
Ms. Gloria E. Gebbia
Chief Executive Officer
Kennedy Cabot Acquisition, LLC
24100 Calabasas Road
Calabasas, CA 91302

Re: Siebert Financial Corp.
Amendment No. 1 to Schedule TO
Filed September 30 , 2016  by Kennedy Cabot Acquisition, LLC
File No.  005-13628

Dear Ms. Gebbia :

We have reviewed your filing and have the following comment.

Conditions to the Offer, page 28

1. We note the response to prior comment 4  and the revised disclosure in the Offer to
Purchase .  Under federal law, it does not appear that the Company would have
obligations to effect the closing of the Offer , because it is not a bidder .  Additionally , if
the Company did  have those obligations, and those obligations were conditioned on
actions taken by the Purchaser, then the Offer would  remain  subject to conditions that are
within the bidder’s control.  Please revise the disclosure accordingly .

You may contact me at (202) 551 -3503 if you have any ques tions regarding our
comment .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

Ms. Gloria E. Gebbia
Kennedy Cabot Acquisition, LLC
October 4, 2016
Page 2
 cc: Lawrence G. Nusbaum, Esq.
Gusrae Kaplan Nusbaum PLLC

September 14, 2016

Via E-mail
Gloria E. Gebbia
Chief Executive Officer
Kennedy Cabot Acquisition, LLC
24100 Calabasas Road
Calabasas, CA 91302

Re: Siebert Financial Corp.
Tender Offer Statement on Schedule TO
Filed September 6 , 2016  by Kennedy Cabot Acquisition, LLC
File No.  005-13628

Dear Ms. Gebbia :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do  not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Summary Term Sheet , page i

1. We not e disclosure in the fifth paragraph that consummation of the Majority Share
Purchase is a condition to consummation of the Offer.  Please reconcile this statement
with statements elsewhere in the offering materials that the Majority Share Purchase will
take place immediately following consummation of the Offer.

Terms of the Offer, page 3

2. We note disclosure that your reserve the right, following consummation of the Majority
Share Purchase, to extend the Offer for a “subsequent offering period” in accordance with
Rule 14d -11.  Please reconcile this with disclosure stating that the Majority Share

Gloria E. Gebbia
Kennedy Cabot Acquisition, LLC
September 14, 2016
Page 2
 Purchase will take place immediately following consummation of the Offer.  Please also
advise how the Majority Share Purchase will be consistent with Rule 14e -5 if it takes
place prior to termination of the offer.

Termination, page 25

3. Disclosure in the first bullet point states that the Offer may be terminated prior to the
consummation of the Offer  under certain circumstances .  All offer conditions, except
those related to the receipt of government regulatory approvals necessary to consummate
the offer, must be satisfied or w aived at or  before the expiration of the offer, not merely
before consummation of the offer . Please revise the language accordingly.

Conditions to the Offer, pa ge 28

4. The Offer can be subject only to conditions that are based on objective criteria and are
outside the bidder ’s control.   The final three conditions appear to be within the bidder ’s
control.  Please revise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the company and its management  are
in possession of all facts relating to their disclosure, they are responsible for the accuracy and
adequacy of t he disclosures they have made.

In responding to our comments, please pr ovide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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

 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.

You may contact me at (202)  551-3503 if you have any questions regarding our
comments .

Gloria E. Gebbia
Kennedy Cabot Acquisition, LLC
September 14, 2016
Page 3
 Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Lawrence G. Nusbaum, Esq.
Gusrae Kaplan Nusbaum PLLC

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

March 11, 2010

 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. 000-05703

Dear Mrs. Siebert:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 You may contact Yolanda Crittendon, A ccountant 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

CORRESP
1
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March 4, 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
February 19, 2010, 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 February
19, 2010 appear below. The Staff’s comments are reprinted below followed by the
Company’s responses.

Consolidated Statements of Operations, page F-3

1.     We have read and considered your
response to comment three. We note that you are presenting your Statement of
Operations using a single-step format; however, such presentation is
inconsistent with the requirements of Rule 5-03 of Regulation S-X. Specifically,
non-operating revenue and expenses should be shown separately from operating revenue
and expenses on your Statement of Operations. Please confirm as to whether you
plan to revise, in future filings, your Statement of Operations so that the
presentation is consistent with Rule 5-03

Response: The Company notes your
comment and will ensure that future filings relating to non-operating revenue
and expenses will be shown separately from operating revenue and expenses on
our statement of operations.

Page 2

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

2.      We have read and considered
your response to comment four. Please confirm you plan to expand your
disclosure in future filings to discuss the company’s exposure in the event the
customer does not fulfill their contractual obligation.

Response: The Company confirms that our future
filings will disclose material exposure in the event the customer does not
fulfill their contractual obligations.

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

 Muriel F. Siebert

 Chief Executive Officer

 cc:

 Jeanne Rosendale, Esq.

 Warren Nimetz, Esq.

 Leonard Leiman, Esq.

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

February 19, 2010

 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 reviewed your response letter  dated January 15, 2010, and have the
following additional comments.
Form 10-K

Financial Statements and Notes
 Consolidated Statements of Operations, page F-3

1. We have read and considered your respons e to comment three.  We note that you
are presenting your Statement of Operations using a singl e-step format; however,
such presentation is inconsistent with th e requirements of Rule 5-03 of Regulation
S-X.  Specifically, non-operating reve nue and expenses should be shown
separately from operating revenue and expenses on your Statement of Operations.  Please confirm as to whether you plan to revise, in future filings, your Statement
of Operations so that the presenta tion is consistent with Rule 5-03.

Note I – Financial Instruments with off-balan ce sheet risk and concentrations of credit
risk, page F-15
2. We have read and considered your res ponse to comment four.  Please confirm you
plan to expand your disclosure in future filings to discuss the company’s exposure
in the event the customer does not fulfill their contractual obligation.

Muriel F. Siebert
Siebert Financial Crop. February 19, 2010 Page 2
*    *    *    *

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.
 You may contact Yolanda Crittendon, A ccountant 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

CORRESP
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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.

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

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

       DIVISION OF
CORPORATION FINANCE

October 22, 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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Mindy Hooker, Staff Account ant, at (202) 551-3732, Tracey Houser, Staff
Accountant, at (202) 551-3736, or, in their absence, to the undersigned at (202) 551-
3768.          S i n c e r e l y ,            John Cash        B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

October 18, 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. On
October 1, 2007, the Company submitted a response to the Staff’s September 20,
2007 letter. On October 9, 2007, the
Company received an additional comment from the Staff. The Company’s response to comment received
on October 9, 2007 appears below. The Staff’s comment is reprinted below
followed by the Company’s response.

Consolidated Statement of Income, page F-3

1. We note your response to comment 2 in our letter dated
September 20, 2007. We note that you
continue to believe income from equity investees should be presented within
revenues as Rule 5-03.13 of Regulation S-X provides for flexibility in the
position of income from equity investees and does not specifically prohibit
this line item from being shown as revenues.
As previously referenced, Section XI.B of the March 11, 2003 meeting
minutes of the SEC Regulations Committee notes that Regulation S-X allows
equity income of investees to be included within operating income, but not
within revenues. Further we note your
secondary suggestion to present income from equity investees between revenue
and expenses and include a subtotal of revenues and equity in investee
earnings. Based on our response letter,
it appears your equity method investees are integral to your operations. However, based on the guidance in Rule
5-03.13 of Regulation S-X, a more appropriate location for income from equity
method investees integral to your operations would be after the expenses
subtotal. Please revise your
consolidated statements of income presentation accordingly in future filings.

Response: The Company notes the Staff’s comment and will present income from
equity method investees after the expenses subtotal in its consolidated
statements of income in future filings with the Commission.

          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.

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

       DIVISION OF
CORPORATION FINANCE

October 9, 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 response to our letter dated September 20, 2007 and have the
following comments.  We ask that  you respond by October 23, 2007.

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.
 Consolidated Statement of Income, page F-3

1. We note your response to comment 2 in our  letter dated September 20, 2007.  We note
that you continue to believe income from e quity investees should be presented within
revenues as Rule 5-03.13 of Re gulation S-X provides for flexibility in the position of
income from equity investees and does not sp ecifically prohibit this line item from being
shown as revenues.  As previously refe renced, Section XI.B. of the March 11, 2003
meeting minutes of the SEC Regulations Co mmittee notes that Regulation S-X allows
equity income of investees to be include d within operating inco me, but not within
revenues.  Further, we note your secondary suggestion to present income from equity
investees between revenue and expenses and incl ude a subtotal of revenues and equity in
investees earnings.  Based on your respons e letter, it appears your equity method
investees are integral to your operations.  However, based on the guidance in Rule 5-
03.13 of Regulation S-X, a more appropriate location for income from equity method
investees integral to your opera tions would be after the expens es subtotal.  Please revise
your consolidated statements of income presentation accordingly in future filings.

Mr. Joseph M. Ramos, Jr.
Siebert Financial Corp.
October 9, 2007 Page 2

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.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Tr acey Houser, Staff Accountant, at (202) 551-
3736 or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

CORRESP
1
filename1.htm

     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.

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