COWEN GROUP, INC.
599 Lexington Avenue
New York, New York 10022
May 3, 2011
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Attention: Adam F. Turk, Attorney-Advisor
Duc Dang, Attorney-Advisor
Re: Cowen Group, Inc.
Registration Statement on Form S-4
Filed March 31, 2011
File No. 333-173223
Dear Mr. Turk:
Pursuant to your letter dated April 25, 2011 and the comment of the Staff of the Division of Corporation Finance (the Staff) contained therein, Cowen Group, Inc. (Cowen) filed Pre-Effective Amendment No. 1 (Amendment No. 1) to its registration statement on Form S-4 (Registration No. 333-173223) (the Registration Statement) on May 3, 2011.
In connection with the filing of Amendment No. 1, Cowen hereby acknowledges that:
· Cowen is responsible for the adequacy and accuracy of the disclosure in the filings;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filings; and
· Cowen further acknowledges that it may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.
[Remainder of Page Intentionally Left Blank]
Should you have any questions regarding any of the foregoing, please do not hesitate to contact me at (212) 845-7900 or David K. Boston or Laura L. Delanoy of Willkie Farr & Gallagher LLP, our legal counsel, at (212) 728-8000.
Very truly yours,
COWEN GROUP, INC.
/s/ Peter A. Cohen |
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Peter A. Cohen |
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Chairman of the Board, Chief |
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Executive Officer and President |
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cc: Owen S. Littman, Cowen Group, Inc.
Stephen H. Gray, LaBranche & Co Inc.
David K. Boston, Willkie Farr & Gallagher LLP
Laura L. Delanoy, Willkie Farr & Gallagher LLP
Michael Aiello, Weil, Gotshal & Manges LLP