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      Unassociated Document

                MCF

                CORPORATION

      December
        2, 2005

      Securities
        and Exchange Commission

      Accounting
        Branch

      450
        Fifth
        Street, N.W.

      Washington
        D.C. 20549-1004

              Attn:

                John
                  P. Nolan, Accounting Branch Chief

      Mail
        Stop
        4561

              Re:

                SEC
                  Letter of November 18, 2005

      Ladies
        and Gentlemen,

      This
        letter is being furnished to you in response to the comments contained in
        the
        letter on behalf of the staff of the Accounting Branch (the “Staff”) dated
        November 18, 2005 (the “Letter”) regarding the Report on Form 10-K for the year
        ended December 31, 2004 (the “Form 10-K”) and the Report on Form 10-Q for the
        quarter ended September 30, 2005 (the “Form 10-Q”) filed on behalf of MCF
        Corporation (the “Company”). The Staff’s comments are reproduced below in bold
        type for your convenience, followed by the Company’s response to each comment.
        The original numbering of the Letter has been retained.

      Form
        10-K for the period ended December 31, 2004

      Selected
        Consolidated Financial Data, page 11

              1.

                As
                  required by Instruction 2 to Item 301 of Regulation S -K, please
                  include
                  in future filings the following disclosure to enhance comparability
                  of
                  operating results included in the selected financial data and to
                  highlight
                  trends in results of
                  operations:

                ·

                Provide
                  a footnote to Income
                  from continuing operations
                  of $2.971 million for the year ended December 31, 2003 that describes
                  the
                  nonrecurring gain on retirement of the convertible note for $3.088
                  million
                  in 2003.

                ·

                Provide
                  a footnote to Income
                  from continuing operations
                  for the year ended December 31, 2004 to: (I) describe the reasons
                  for the
                  significant decrease of $1.385 million in interest expense in 2004
                  as
                  compared to 2003 and (2) to state if the decrease is indicative
                  of a trend
                  that will affect future results of
                  operations.

        600
          California Street, 9th
          Floor n
          San
          Francisco, CA 94108

        (415)
          274-5650 Main n (415)
          274-5669 Fax

                    AMEX:
                      MEM

                    NASD/SIPC

                    MEMBER

      We
        will
        include the requested disclosures in future filings.

      Note
        2, “Summary of Significant Accounting Policies”, page
        36

      Commission
        and Principal Transaction Revenue, page 37

              2.

                We
                  refer to the statement that revenue from trading activities and
                  related
                  expenses are recorded on a trade date basis and to the “Revenue
                  Recognition” part of the “Critical Accounting Policies and Estimates”
                  section of MD&A on page 18 that states brokerage revenue is recognized
                  once the trade is consummated and the earnings
                  process is complete.
                  In this regard provide us with the following
                  information:

                ·

                Tell
                  us and provide any proposed MD&A and footnote disclosure to be
                  included in future filings that describe the basis for determining
                  when
                  the earnings process is considered complete for brokerage revenues
                  earned
                  with respect to proprietary and agency transactions. Refer to paragraphs
                  7.15 to 7.23 of Chapter 7, “Accounting Standards” of the
                  AICPA
                  Audit and Accounting Guide for Brokers and Dealers in
                  Securities.

      We
        account for revenue and related expenses for agency and proprietary transactions
        on a trade-date basis in accordance with paragraphs 7.15 to 7.23 of Chapter
        7 of
        the AICPA Audit and Accounting Guide for Brokers and Dealers in Securities
        (“the
        Guide”).

      The
        basis
        for our determining when the earnings process is considered complete for
        brokerage revenue earned with respect to proprietary and agency transactions
        is
        described in paragraphs 7.18 and 7.23 of the Guide, respectively. For
        proprietary transactions, the risks, benefits, and economic potentials are
        created and conveyed at the trade date, which is when the major terms have
        been
        agreed to by the parties. For agency transactions, the commission income
        and
        related expenses are accrued by the broker-dealer on the trade date, because
        substantially all the efforts in generating the commissions have been completed.

      In
        future
        filings, we will change the revenue recognition disclosures to read as
        follows:

      “Commissions
        and related clearing expenses are recorded on a trade-date basis as security
        transactions occur. Proprietary securities transactions in regular-way trades
        are recorded on the trade date, as if they had settled. Profit and loss arising
        from all securities and commodities transactions entered into for the account
        and risk of the Company are recorded on a trade-date basis.”

                ·

                Reconcile
                  the statement that you recognized revenues from trading activities
                  and
                  related expenses on a trade
                  date basis
                  with the “Securities Transactions” footnote in Exhibit 4-B on page 109 of
                  the AICPA
                  Audit and Accounting Guide for Brokers and Dealers in
                  Securities
                  that states customer securities and commodities transactions are
                  reported
                  on a settlement date basis and related commission income and expenses
                  are
                  recorded on a trade date
                  basis.

          Page
            2

      We
        believe that the disclosure found in Exhibit 4-8 (page 108) of the Guide
        stating, “Customers’ securities and commodities transactions are reported on a
        settlement date basis with related commission income and expenses reported
        on a
        trade date basis”, is applicable to clearing brokers but does not apply to
        introducing brokers. Merriman Curhan Ford & Co., as an introducing broker,
        does not carry customer accounts, hold customer securities or hold customer
        cash. We note that this is disclosed in Note 14 to the Consolidated Financial
        Statements on page 52 of the Form 10-K. As a result, principal transactions
        with
        customers can be accounted for on a trade-date basis for income and expenses,
        as
        well as the cash and securities on the balance sheet, in accordance with
        paragraph 7.18 of the Guide.

      Investment
        Banking Revenue, page 37

              3.

                We
                  refer to the statement that investment banking fees are recorded
                  as
                  revenue when the related service has been rendered, the client
                  is
                  contractually obligated to pay and collection is probable. In this
                  regard,
                  please tell us and disclose in future filings your accounting policies
                  regarding the timing for revenue recognition of investment banking
                  fees,
                  sales concessions and underwriting fees. Refer to the “Investment Banking”
                  footnote in Exhibit 4-B on page 109 of the AICPA
                  Audit and Accounting Guide for Brokers and Dealers in
                  Securities
                  which states:

                ·

                investment
                  banking fees are recorded on
                  the offering date;

                ·

                sales
                  concessions are recorded on the settlement
                  date;
                  and

                ·

                underwriting
                  fees are recorded when the underwriting is
                  completed and the income is readily determinable.

      We
        account for investment banking revenue in accordance with paragraphs 7.47
        to
        7.52 of Chapter 7 of the Guide, except that we have recorded investment banking
        revenue for the sales concessions on offering date. We will account for revenue
        from the sales concessions on settlement date prospectively. This change
        in
        accounting policy to delay revenue recognition from the sales concessions
        for
        three days would not have resulted in a material change in our historical
        financial statements.

      In
        future
        filings, we will revise the revenue recognition disclosures to read as
        follows:

      “Investment
        banking revenue includes gains, losses, and fees, net of syndicate expenses,
        arising from securities offerings in which the Company acts as an underwriter
        or
        agent. Investment banking revenue also includes fees earned from providing
        merger-and-acquisition and financial restructuring advisory services. Investment
        banking management fees are recorded on offering date, sales concessions
        on
        settlement date, and underwriting fees at the time the underwriting is complete
        and the income is reasonably determinable. As co-manager for registered equity
        underwriting transactions, management must estimate the Company’s share of
        transaction related expenses incurred by the lead manager in order to recognize
        revenue. Transaction related expenses are deducted from the underwriting
        fee and
        therefore reduces the revenue that is recognized as co-manager. Such amounts
        are
        adjusted to reflect actual expenses in the period in which the Company receives
        the final settlement, typically 90 days following the closing of the
        transaction.”

          Page
            3

        Note
          6, “Stockholders” Equity, Common Stock”, page 44

              4.

                We
                  refer to the strategic
                  alliance
                  entered into with London Merchant Securities (“LMS”) in August 2004. In
                  this regard, please tell us and provide in future filings the following
                  information:

                ·

                Describe
                  the nature and terms of the strategic
                  alliance
                  including:

                o

                the
                  rights and responsibilities of the Company as part of this
                  alliance;

                o

                the
                  terms, including the dollar amount, of any funding agreements or
                  other
                  obligations incurred by the Company as a result of the alliance;
                  and

                o

                how
                  this business relationship will be accounted for under generally
                  accepted
                  accounting principles.

      The
        nature and terms of the relationship between our company and LMS is as
        follows:

      (a) LMS
        invested $6 million in MCF Corporation in exchange for 4,615,385 shares of
        common stock and an immediately exercisable stock warrant to purchase an
        additional 1,384,616 shares of common stock at a price of $1.48 per share.
        LMS
        obtained the right to seek the election of a member of their choice to fill
        a
        vacant seat on our Board of Directors, and to allow LMS to designate an observer
        to attend our Board meetings if at any time LMS did not have a representative
        on
        our Board. In August 2004, Scott Potter of LMS joined our Board of Directors.
        We
        were responsible for registering the common stock underlying the LMS investment
        within 135 days from the closing of the financing transaction. The shares
        were
        registered with the Securities and Exchange Commission in October 2004.

      (b) MCF
        Corporation and LMS do not have any further rights or responsibilities as
        part
        of this relationship among our companies. There is no funding agreements
        or
        other obligations incurred by us as a result of the relationship. The business
        relationship, as described above, was accounted for in accordance with GAAP
        during 2004. We will remove the reference to our “strategic alliance” with LMS
        in future filings.

                ·

                State
                  how the $1.30 value attributed to the 4.615 million shares issued
                  to LMS
                  was determined.

      The
        $1.30
        value attributed to the 4,615,385 shares of common stock issued to LMS was
        based
        upon a negotiated discount to the fair market value of MCF Corporation’s quoted
        stock price over a specified time period. The discount was allowed in order
        induce LMS to purchase the unregistered shares in view of their lack of
        liquidity.

                ·

                Disclose
                  the value attributed to the warrants issued to acquire 1.385 million
                  shares at $1.85 per share, their exercise period and how the value
                  allocated to the warrants was
                  determined.

          Page
            4

      The
        value
        attributed to the stock warrant to purchase 1,384,616 shares of common stock
        at
        $1.48 was $1,212,399. The stock warrants are immediately exercisable from
        the
        issue date and have a four year exercise period. The value of the stock warrants
        was derived by allocating the investment proceeds on a relative fair value
        basis
        between the common stock issued and the fair value of the stock warrant in
        accordance with EITF Issue No. 00-27. The fair value of the stock warrant
        was
        determined by using the Black-Scholes option pricing model.

      Note
        11, “Commitments and Contingencies”, page 50

              5.

                We
                  refer to the Glen, Lukrich, Reichard court complaint filed in court
                  on
                  April 2004 seeking unspecified damages. Considering the Company
                  signed in
                  November 2004 a binding settlement agreement for the issuance to
                  the
                  plaintiff of 130,000 shares of MCF Corporation common stock related
                  to
                  compensation agreements, please tell us and disclose in future
                  filings,
                  the total amount of compensation expense recorded in 2004 related
                  to this
                  sett