SecProbe.io

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Mail Stop 4561
October 12, 2005

By U.S. Mail and facsimile to (415) 442-1001

Andrew B. Koslow, Esq.
Senior Vice President and General Counsel
Penson Worldwide, Inc.
1700 Pacific Avenue - Suite 1400
Dallas, TX  75201

      Re:      Penson Worldwide, Inc.
      Amendment Number Three to Registration Statement on Form S-1
      Filed on September 23, 2005
                        File Number 333-127385

Dear Mr. Koslow:

      We have reviewed your filing and have the 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 comment is inapplicable or a revision is
unnecessary.  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 review 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.
General
1. Please withdraw your confidential treatment request filed on
October 3, 2000, control number 10457.

Market opportunity, page 3
2. We note your response to prior comment number 4; however, the
type
of problems you experienced in the U.K. is unclear from the
revision.
Please revise your disclosure to describe the kind of problems
(e.g.,
financial losses, lack of order flow or lack of success in
strategic
plan) and refer the reader to your risk factor on page 15, "We
recently revised our operational strategy for our U.K.
operations."

Recent Developments, page 5
3. We note your response to prior comment number 5.  We do not see
the cross reference on page 6 to your new discussion on the
acquisitions section of the MD&A.  Please revise.

Management`s Discussion and Analysis
4. Please refer to prior comment 11.  We note that you are
restructuring the U.K. operations in an attempt to make the
operations profitable.  Given the restructuring activity, please
tell
us how you have evaluated these potential costs with respect to
the
requirements of paragraph 3 SFAS 146.
SAMCO Division and split off transaction, page 86
5. We note your response to prior comment number 20.  Please
provide
a full explanation as to why you believe that a tax opinion is not
necessary.
Description of capital stock, page 91
6. We note your response to comment 21, in which you indicate the
preferred stock will be converted to common stock before the
closing
of the IPO.  For purposes of transparency to the reader and
support
for the values assigned to the preferred shares, please revise
this
section to clearly disclose the rights, privileges, and conversion
terms of this class of shares.

Financial Statements

Statement of Operations, page F-4

7. Please we note your supplemental response to prior comment 27.
Please revise your description of the interest expense line items
to
clearly differentiate between the two types of interest expense.
Moreover, it is still unclear why it is appropriate to present the
amounts of your second interest expense outside of Income from
continuing operations.  Please revise or advise us.

Note 1: Summary of significant accounting policies
8. Please tell us your rationale for the classification of changes
in
securities borrowed and securities loaned, which are
collateralized
financings, as operating cash flows.  Refer us to the technical
guidance you have considered.
9. We note your responses to prior comments 31 and 38 regarding
your
revenue recognition. Please tell us how you considered the
guidance
of paragraphs 7.15 - 7.23 in determining that recording revenues
from
clearing operations on a settlement date basis is appropriate for
an
entity subject to the AICPA Broker Dealer Audit Guide.  Clearly
explain to us how your policies comply with this literature or
explain to us how you determined you were scoped out of this
application.  Please provide us with an analysis to support the
fact
that the use of settlement date revenue recognition for clearing
broker-dealers is the generally accepted practice in the United
States or revise your financial statements accordingly.
10. Please revise to address the following regarding your response
to
our prior comment 35.

* Your response to comment 35 indicates that you believe none of
your
acquisitions was materially, either individually or in the
aggregate.
If true, please provide us with your detailed materiality analysis
of
each of these acquisitions.  Such analysis should take into
account
that materiality may not necessarily be based solely on purchase
price or the results of operations of the target.  Other factors,
including but not limited to the importance of personnel,
technology,
licenses, production capability, and business processes acquired
should be considered.  Otherwise, as previously requested, please
revise your footnotes to briefly address these acquisitions
pursuant
to paragraphs 51-52 of SFAS 141.  Please revise your description
of
the line item "Acquisitions" to clearly state the nature of this
line
item.  As well, please consider the guidance of paragraph 11 of
SFAS
95 in evaluating the appropriateness of net versus gross
presentation
of the cash flows.

* Please disclose the variable factors which affect the purchase
price of the CCS acquisition.  Update your disclosures about this
contingent consideration in future filings.

Revenue Recognition - page F-8
11. Please revise to address the following regarding your revenue
recognition policies and your response to our prior comment 36:

* Please revise page F-8 to more clearly describe your technology
revenues.  Specifically disclose the extent to which you are
selling
complete software products versus selling the service of
customizing
existing software products, and clearly disclose your respective
revenue recognition policies for each.

* We note your statements that "multiple deliverables have not yet
been an issue."  Please revise to explain more clearly how you
made
this determination.  Disclose whether you believe your software
arrangement "requires significant production, modification, or
customization of software" and disclose the impact that
determination
had on your revenue recognition and the use of contract
accounting.
Tell us how you made that determination in consideration of the
guidance of paragraph 74 of SOP 97-2.

* Please revise to explain the nature of the technology revenues
arising from transaction charges.  Tell us how you concluded
settlement date revenue recognition was appropriate for the
technology revenues.
Intangibles, page F-8
12. Please refer to your response prior comment 39 in which you
state
that financing costs are capitalized and amortized over the life
of
the related debt.  Please revise to more clearly confirm that you
recognize financing costs using the effective yield or interest
method pursuant to paragraph 5 of SFAS 91.
13. Your response to our prior comment 40 appears to indicate that
you believe that your Goodwill is immaterial in relation to your
total assets for separate line item disclosure on your Balance
Sheet.
Please revise to quantify the amount of goodwill as of each
balance
sheet date in a footnote.

Allowance for Doubtful Accounts, page F-9

14. Please refer to prior comment 43.  We note that you have
revised
your discussion include the methodology for estimating specific
and
known losses in you accounts receivable. Please revise your
discussion to include a description of the procedural discipline
and
methodology applied to estimate the inherent risks in the
outstanding
receivables.

Foreign Currency Translation Adjustments, page F-9
15. Please refer to prior comment 44.  Please revise to disclose
the
exchange rate that is being utilized (i.e. Noon Buying Rate,
etc.),
and that the rate for translating assets and liabilities is the
exchange rate at the balance sheet date and that for all income
statement amounts, the weighted average exchange rate has been
used
for translation.
Note 2: Discontinued Operations, page F-11
16. Given the fact that SAMCO`s operations are being discontinued
through a split off transaction, please tell us how you have
concluded discontinued operations presentation as of June 30, 2005
is
appropriate.  As previously requested in comment 45, please
specifically tell us how you considered the restriction on
discontinued operations presentation for disposal of assets other
than by sale addressed in paragraph 27 of SFAS 144.  It appears
that
guidance would preclude discontinued operations treatment until
the
consummation of the spin-off.  Please revise your financial
statements accordingly, or provide us with adequate support of
your
accounting in light of this literature.
17. Please refer to prior comment 45.  Please provide us with your
more detailed evaluation of the "significant continuing
involvement"
criteria, specifically addressing the fact that the Chairman and
three directors of Penson will also serve as directors on SAMCO
and
the payments to be received after the disposal based on future
results of operations.  Refer to paragraph 14 of EITF 03-13.
18. We note your response to prior comment 46 and await the pro
forma
financial information required under Regulation S-X in relation to
the split-off of SAMCO to be filed in a pre-effective amendment.
Note 3: Computation of net income per share, page F-12
19. Please revise to address the following regarding your response
to
prior comment 48:

* Your Diluted loss per common share before discontinued
operations
of $0.12 on page F-4 does not agree with the $0.13 on page F-12.
Please revise to correct this discrepancy.

* Tell us how you considered the guidance of paragraphs 13-16 of
SFAS
128 regarding your diluted earnings per share reported for the six
months ended June 30, 2005.  Please revise accordingly.
20. Please refer to prior comment 48.  Revise your disclosure to
quantify the securities that were excluded from the computation of
diluted earnings per share because to they would have been
antidilutive for the periods presented.  Refer to paragraph 40(c)
of
SFAS 128.
Note 12: Related Party Transactions, page F-17
21. We note your response to comment 53 regarding your various
related party transactions.  Please revise Note 12 to disclose the
rent payments you made to Service Life, an affiliated entity
pursuant
to paragraph 2 of SFAS 57.  Please confirm to us that you have
disclosed all material related party transactions, or provide us
with
an analysis of how you determined the consideration exchanged in
each
undisclosed transaction was in the ordinary course of business for
your business relationship with that related party.
22. Page 85 indicates that the amount your Chairman received as an
investment advisory fee from Service Lloyd`s Insurance Company was
$450,000.  However, in light of the introduction to your footnotes
that the amounts presented are in thousands, your disclosures on
page
F-17 appear to indicate that the amount was $450 million.  Please
revise the amounts presented throughout your footnotes accordingly
for consistency.
Note 14: Stock Incentives, page F-17
Stock options
23. We note your supplemental response to our prior comment 54.
Please revise the Director compensation section on page 74 to
disclose that the grants have not yet been made and to update that
disclosure in future filings as needed.  Revise to clearly
disclose
how the company intends to account for the options on their grant
date. Please revise this section as well as your subsequent events
footnote to quantify the expected amount of such charges based on
your estimated offering price.

24. Please refer to prior comment 55.  Please revise to present
your
stock option activity through the period ended June 30, 2005.
Revise
your subsequent events footnote to quantify any options granted
after
the latest balance sheet date, or revise to confirm that none were
granted.
25. Please refer to prior comment 55.  Please revise your stock
option disclosure to include the range of exercise prices for the
options outstanding at the date of the latest statement of
financial
position presented.  If the range of exercise prices is wide,
please
segregate the exercise prices into ranges that are meaningful for
assessing the number and timing of additional shares that may be
issued and the cash that may be received as a result of option
exercises.  Please refer to paragraph 48 of SFAS 123.
26. We note your revisions to the second paragraph of Note 14
indicating that you based the grant price of the options at twice
their book value because your Board determined it "was a good
indication of fair value."  Please revise to confirm, if true,
that
this valuation was based on cash sales of shares to unrelated
parties
at or about the same time.  Otherwise, please briefly disclose and
tell us in detail how you determined the grant price of the
options
was equal to the fair value of the underlying shares.
Accordingly,
please revise your similar disclosures in the first paragraph
under
Private Placements on page F-19.

Private Placements, page F-19
27. Please refer to prior comment 33.  Please provide us with an
EITF
00-19 analysis of the convertible preferred shares and the
convertible debt (the "securities").  In your analysis, please
specifically address the following:

* Are the securities considered to be conventional convertible
securities as defined by paragraph 4?

* If the security is not considered to be conventional
convertible,
please provide the following additional analysis:

a) Are there any requirements for net-cash settlement?  In your
response, please tell us if the provision exists for net-cash
settlement, not considering the probability of such occurrence.
Refer to paragraph 12.

b) Are there any requirements for the issuer to deliver shares
registered with the SEC?  Are there any penalties or liquidated
damages imposed for settlement with unregistered shares?  If so,
please tell us the penalties or liquidated damages.  Refer to
paragraphs 14 to 18.

c) Please show us that at the date the securities were issued that
there was a sufficient number of authorized and unissued common
shares to allow conversion.  Refer to paragraph 19.

d) Is there a limit on the number of shares that will be delivered
to
settle the instrument?  Refer to paragraphs 20 to 24.

e) Does the security contain provisions that require cash payments
in
the event that the company does not make timely filings to the
SEC?
Refer to paragraph 25.

f) Are there any top-off or make-while provisions arising from
differences between the settlement of the embedded conversion
features and the subsequent proceeds received from a sale of the
underlying delivered shares to a third party?  Refer to paragraph
26.

g) Does the contract require net-cash settlement only in specific
circumstances in which holders of shares underlying the contract
also
would receive cash in exchange for their shares?  Refer to
paragraph
27 and 28.

h) Are there any provisions in the contract that indicate that the
counterparty has rights that rank higher than those of a
shareholder
of the stock underlying the contract?  Refer to paragraph 29 to
31.

i) Is there a requirement for the company to post collateral at
any
point or for any reason?  Refer to paragraph 32.

* Please provide us your calculated effective conversion price and
the fair value of the underlying common shares on the date of
issuance.

In your response to the above series of requirements, please
specifically answer each requirement for both the debt and
pr