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    Morgan, Lewis & Bockius llp

3000 El Camino Real, Suite 700

Palo Alto, California 94306

Tel. 650.843-4000

Fax: 650.843-4001

www.morganlewis.com

Thomas W. Kellerman

650-843-7550

tkellerman@morganlewis.com

December 14, 2005

Via EDGAR Transmission and Facsimile

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Kevin W. Vaughn

    Re:

    Penson Worldwide, Inc. Registration Statement on Form S-1

Filed August 10, 2005

File No. 333-127385

Dear Mr. Vaughn:

     We are writing on behalf of Penson Worldwide, Inc. (the “Company”), in response to selected
comments contained in the letter of comments from the Staff of the Securities and Exchange
Commission to the Company dated November 4, 2005 (the “Comment Letter”), with respect to the
Company’s Registration Statement on Form S-1, File No. 333-127385 (the “Registration Statement”).
Specifically, this letter responds to comments 10 and 11 regarding the Discontinued Operations
accounting treatment. Also included is a response to comment 4, which provides background
information relevant to this analysis. The numbered paragraphs below restate the numbered
paragraphs in the Comment Letter in italics, and the discussion set out below each such paragraph
is the Company’s response to the Staff’s comment.

Split off transaction, page 31

    4.

    You state that you will reorganize certain non-core business operations of Penson (the SAMCO
Division) into a newly formed holding company with existing stockholders of Penson being given
the opportunity to exchange an aggregate of 2.5 million shares of Penson common stock for the
shares of common stock of SAMCO Holdings. Please provide an analysis how this transaction
complies with the securities laws, including the applicability of Staff Legal Bulletin No. 4.

Penson carefully considered the federal securities law compliance aspects of the proposed SAMCO
split-off, including the potential applicability of Staff Legal Bulletin No. 4, in determining the
appropriate structure. The company has determined that the split-off transaction will not require
registration under the Securities Act of 1933 (the “Securities Act”) due to the facts and
circumstances surrounding the transactions.

All of the businesses that will comprise SAMCO Holdings have been wholly-owned by Penson for over
two years. The opportunity to participate in the split-off transaction was expressly only made
available to existing stockholders of Penson prior to the completions of its IPO. As a result, the
split off will be conducted by a privately-held company and the split-off entity will be
privately—held with no need to register a class of securities under the Securities Exchange Act of
1934 (the “Exchange Act”). An extensive information memorandum was provided to the Penson
Stockholders, including financial statement s of both companies and detailed descriptions of their
businesses. The SAMCO Holdings shares to be distributed in the split-off will constitute
restricted stock for purposed of the Securities Act and will be legended as such. The Penson
stockholders have been informed of this fact.

A total of 42 Penson stockholders have indicated an interest in participating in the split-off. Of
these, based on information available to it, Penson believes that at least 30 are accredited
investors under Regulation D. Most of the 42 proposed stockholders of SAMCO have a pre-existing
relationship as an officer, director or employee of SAMCO, or as an affiliate of such a person.
These stockholders will constitute 100% of the stockholders of SAMCO at the date of the split-off.
SAMCO has no present intention to conduct a public offering of its securities or otherwise register
any class of its securities under the Exchange Act. Accordingly, an investment in SAMCO is likely
to be illiquid for the foreseeable future. In addition, participation in the slit-off is
conditioned upon signing a Stockholders Agreement that will further limit the transferability of
the SAMCO shares.

In considering the applicability of Staff Legal Bulletin No. 4, while several of the factors are
met the Staff Legal Bulletin is not wholly applicable to the SAMCO split-off transaction. This
Legal Bulletin principally addresses spin-offs from publicly—traded entities, which is different
from the Penson situation. Specifically reviewing the five factors set forth in Staff Legal
Bulletin No. 4:

    1.

    The parent stockholders will provide consideration for the SAMCO shares, if
they participate in the transaction, by virtue of reducing their ownership position in
Penson. It is the Company’s intention to account for the split-off transaction as a
“sale”.

    2.

    The distribution of the SAMCO shares will be structured as “split-off” rather
than a spin-off. As a result, many Penson stockholders will not participate in the
transaction and may others will participate in levels above or below their pro rata
share based on their holdings of Penson Stock.

    3.

    Penson has provided a detailed information statement to its stockholders
regarding the proposed split-off and has discussed the transaction at its annual
stockholders meeting.

    4.

    There is an independent business reason to conduct the split-off. Penson has
determined that the split-off is in the best interests of the Company, in light of its
proposed IPO. Penson has been advised by its investment bankers that the likely
success of the proposed public offering will be enhanced by focusing the Company’s
business solely on its core business. The Company’s Board of Directors has determined
that from an after its IPO, it would be in the best interest of the stockholders to
conduct the SAMCO business through an independent privately-held company.

    5.

    The SAMCO shares to be split-off will constitute restricted securities and
the participating stockholders will receive legended securities, subject to a new
holding period under Rule 144. The SAMCO businesses to be included in the split-off
company have all been owned and operated by Penson for more than two years.

Given the limited class of offerees, the nature of the participants, the level of information
provided and the restricted status of the shares to be received, the Company believes that the
split-off transaction will qualify as an exempt private placement under Section 4(2) of the
Securities Act.

Note 2: Discontinued Operations, page F-11

    10.

    Your response to comment 16 indicates that you do not believe paragraph 27 of SFAS
144 applies to your situation. However, based on the language of the last sentence of
paragraph 27, if a long-lived asset distributed to owners in a spin-off along with other
assets and liabilities as a disposal group meet the criteria of a “component of an
entity”, then paragraphs 41-44 shall apply to the disposal group at the date it is
disposed of. Your use of discontinued operations accounting seems to confirm that you
believe the assets and liabilities that make up SAMCO and that are being distributed to
your shareholders in a spin-off meet the definition of a “component of an entity” and
“disposal group” as those terms are used in SFAS 144. The fact that the spin-off may or
may not be on a pro-rata basis does not appear to change the result that paragraph 27
prescribes. Please revise your financial statements accordingly.

Penson continues to maintain that paragraph 27 of SFAS 144 does not apply to its situation
regarding the Discontinued Operations treatment of the SAMCO entities. The entire paragraph
relates only to “Long-Lived Assets to Be Disposed of Other Than by Sale”, which is the heading of
the entire paragraph. Penson believes that its plans for disposal through a split-off is, in fact,
a sale. Our independent auditors, including their

National SEC office and their National Accounting Office, have reviewed the facts and circumstances
surrounding the proposed SAMCO split-off and the structure of the proposed transaction. Based on
this review, they agree that the proposed non-pro-rata split-off of SAMCO would properly be
accounted for as a sale and would therefore be eligible for discontinued operations treatment in
advance of the consummation, so long as it continues to meet the other criteria in SFAS 144.

Accordingly, the entire paragraph 27 should not apply. Penson’s situation is fundamentally
different from a spin-off, an abandonment, or an exchange for a similar productive long-lived asset
as contemplated by paragraph 27. The future owners of SAMCO must pay for each and every share of
SAMCO that they acquire. While the payment is not in cash, it is instead made in shares of Penson
common stock, which will have a clear market value on the date of the IPO when the exchange occurs.
A Penson shareholder who chooses to participate in future ownership of SAMCO will have his or her
future interest in Penson reduced by an amount equal in value to the SAMCO interest acquired.
Those shareholders who do not choose to participate, will not suffer any such reduction, and will,
in fact, benefit from the reduced number of Penson shares outstanding. For the Staff to simply
characterize the split-off as a spin-off that may or may not be on a pro-rata basis is not a fair
characterization. The details of the actual choices made by existing Penson shareholders are set
forth above in our answer to Comment Number 4. These choices reflect that approximately 40% of
existing shareholders will choose to reduce their future interests in Penson by virtue of their
participation in the SAMCO split-off. Among the participating shareholders, more than half are not
participating at their pro-rata share. The non-participating shareholders, who constitute almost
60% of the Penson shareholders, will see their future interests in Penson increased by virtue of
their non-participation in the SAMCO split-off. These differences are significant and very real to
the shareholders involved. In Summary, paragraph 27 does not apply since Penson is disposing of
SAMCO in a sale.

    11.

    We note your response to our prior comment 17 and your revisions to the intended
management of SAMCO. However, please tell us how you have determined the continued
involvement of certain Penson owners and directors in SAMCO subsequent to the spin off
does not constitute significant continued involvement as discussed in paragraph 11(a) of
EITF 03-13. In your response, specifically address the following disclosure on page 89,
”...following the split-off there will be substantial common ownership between Penson and
SAMCO Holdings. Messrs. Engemoen, Pendergraft, Son, Gray and Gross, directors of Penson,
have indicated that they intend to participate in the exchange offer, and as a result,
they will control a significant portion of SAMCO Holdings following the split off. Mr.
Engemoen will serve as our Chairman and as the Chairman of SAMCO Holdings...”

Penson has continued to study this literature and to consider its possible application to the
proposed split-off of SAMCO being treated as Discontinued Operations. The Company has consulted
with its Public Accountants both locally and in their National Office. The Company continues to
believe that the proposed split-off of SAMCO will not violate the provisions of EITF 03-13,
including paragraph 11(a) to which the Staff makes specific
reference.

The Company believes that Paragraph 11 of EITF 03-13 is intended to be applied at the entity level
and relates only to whether Penson, the entity, has “significant continuing involvement” in SAMCO,
the disposed component. Paragraph 11 (a) specifically relates to whether Penson, the “ongoing
entity” retains an equity interest in the disposed component sufficient to “exert significant
influence over the disposed component’s (SAMCO’s) operating and financial policies.” After the
completion of the split-off, Penson, the entity, will retain no equity interest whatsoever in
SAMCO. Penson will own no common stock of SAMCO, no preferred stock, nor will it have any call
option or any option of any form on any type of equity in SAMCO. This paragraph appears to be
quite straightforward to evaluate at the entity level — there will simply be no ownership interest
of any type by Penson in SAMCO after the split-off.

The Staff’s question asks for an explanation of a disclosure on page 89 that appears to go well
beyond the boundaries of paragraph 11(a) because that disclosure relates only to equity ownership
by or Board positions of individuals who are common shareholders of both entities, and not to
equity ownership in SAMCO by Penson at the entity level, which is the subject of paragraph 11(a).
In order for the disclosures noted to be applicable to paragraph 11(a), the Staff would need to
determine that the equity ownership of individual shareholders should be projected on the entities
involved. This is particularly difficult in the case at hand because the concern of paragraph 11
(a) goes to “significant continuing involvement” by Penson in the “operating and financial
policies” of SAMCO. The individuals named in the disclosure will have an equity interest in SAMCO,
but it is not appropriate to project that interest to Penson, the entity. For example, an equity
interest in SAMCO would enjoy participation in SAMCO profits. There is no reason for the
individual owners of SAMCO stock to share their SAMCO profits with Penson, the entity. Once the
split-off has occurred, Penson will be a publicly-held entity. Since Penson has no equity
ownership at all in SAMCO (much less an equity ownership interest so large as to allow Penson to
exert “significant influence” over SAMCO), then Penson has no opportunity to benefit if it were to
help SAMCO by somehow influencing SAMCO’s “operating and financial policies.” The individuals
named in the disclosure are not one and the same as Penson the entity. Their current ownership in
Penson will be diluted significantly by the shares issued in the IPO, and by the fact that they
will be reducing their current holdings in Penson in order to acquire their future interests in
SAMCO. After the IPO, the individuals named in the disclosure will not have a majority of the
seats on the Penson Board. To project share ownership by individuals or Board seats of individuals
as being the equivalent of Penson the entity, is simply not appropriate in this case. As the
Company has previously informed you, SAMCO intends to have a Board that has a majority of members
who are not associated with Penson. SAMCO is also subject to close regulation by the NASD and it
has represented to the NASD that Penson will not have any type of control over it. The Company
continues to be comfortable that the proposed split-off of SAMCO will comply with all elements of
EITF 03-13 in order to permit Discontinued Operations treatment.

Please contact the undersigned at 650.843.7550 with any questions regarding the foregoing.

    Very truly yours,

Morgan, Lewis & Bockius LLP

    By:
    /s/ THOMAS W. KELLERMAN

    Name:
    Thomas W. Kellerman

    cc:

    Todd K. Schiffman

Margaret Fitzgerald

Timothy A. Geishecker

Andrew B. Koslow, Esq.

David R. Henkel