SecProbe.io

Mail Stop 4561
            February 17, 2009
Mr. James J. McEntee, III  Chief Executive Officer and President  Alesco Financial, Inc.  Cira Centre  2929 Arch Street  17th Floor  Philadelphia, PA 19104

Re: Alesco Financial, Inc.
Form 10-K for the year ended December 31, 2007
Filed 03/12/08
Definitive Proxy Statement
Filed 04/29/08  Form 10-Q for the quarter ended September 30, 2008
Filed 11/05/08  File No. 001-32026

Dear Mr. McEntee:

We have read your supplemental respons e letter dated January 21, 2009 and have
the following comments.  In our comments, we ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Form 10-K for the year ended December 31, 2007

Item 9A. Controls and Procedures, page 89
1. We note your response to comment 2; however we are reissuing our comment in
part since you did not confirm whether management’s assessment of the effectiveness of your internal controls ove r financial reporting wa s that they were
effective or ineffective.  Please note th at you stated that your internal controls
over financial reporting were “operating eff ectively” rather than that they were
“effective.”  Please clarify.

Mr. James J. McEntee, III
Alesco Financial, Inc.
February 17, 2009 Page 2  Consolidated Statements of Income (Loss), page F-4

2. We note your response to comment 3; you state that in future filings you will
remove the subtotal titled “Income befo re interest and other income, minority
interest and taxes” and present the amounts under a heading titled “Non-operating
Income and Expenses.”  Since presenti ng non-operating income and expenses is
not consistent with Article 9 of Re gulation S-X, we do not believe it is
appropriate to label the amounts as such.

Note 2: Summary of Significant Accounting Policies, page F-9
3. We have read your response to comment 5.  Please clarify how you considered
the guidance in SFAS 5 as it relates to the costs that you may incur from your
obligation to reacquire loans from the s ecuritization which is accounted for as a
financing.  Such costs may include any missed interest payments, any premium
paid by the investor for the loan, and a ny amounts paid to the investor for the
remaining principal balance that are above the fair value of the loan.

Note 4: Loans, page F-19
4. We note your response to comment 6; in fu ture filings please e xplicitly state, if
true, that you have the inte nt and ability to hold your  loan investments for the
foreseeable future or until expected payoff/ maturity and expand your disclosure to
discuss your reasons for this conclusion.
  Note 8: Stock-Based Compensation, page F-29

5. We note your response to comment 8; you stat e that the restricted share awards do
not have disincentives for nonperformance other than forfeiture of the award by
the counterparty and therefore, you measure the fair value of the award when the
performance is completed by the counterparty.  We note that footnote 3 of EITF 96-18 states that a performance comm itment is a commitment under which
performance by the counterparty to earn  the equity instruments is probable
because of sufficiently large disincentives for nonperformance, and that the disincentives must result from the re lationship between th e issuer and the
counterparty.  Please further tell us ho w you considered the relationship between
you and the counterparty, certain officers and key employees of Cohen, outside of the restricted stock award arrangements  when determining whether performance
was probable due to large disincentives for nonperformance.  It appears that you
have other arrangements (i.e. a management  agreement) with the counterparty that
may be impacted by nonperformance.  Please explain.

*****

Mr. James J. McEntee, III
Alesco Financial, Inc.  February 17, 2009 Page 3
Please respond to these comments within  10 business days by filing your response
letter on EDGAR or tell us when you will prov ide us with a response.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.
 You may contact Jessica Barb erich, Staff Accountant, at  (202) 551-3782 or me at
(202) 551-3498 if you have questions regard ing comments on the financial statements
and related matters. Please contact Stacie Gorman, Staff A ttorney, at (202) 551-3585 or
Duc Dang, Staff Attorney, at (202 ) 551-3386 with any other questions.
            Sincerely,
    Linda Van Doorn      Senior Assistant Chief Accountant