SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010          October 16, 2009  John J. Longino, Chief Financial Officer Alesco Financial Inc. Cira Centre 2929 Arch Street, 17th Floor Philadelphia, PA 19104
 Re: Alesco Financial Inc.
Amendment No. 2 to Regist ration Statement on
Form S-4  File No. 333-159661
  Filed September 30, 2009

Dear Mr. Longino:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revi se 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Cover Page

1. Your cover page is dense and appears to include more information than is
required by Item 501 of Regul ation S-K.  Also some of the information is
repeated in the summary.  Please revi se and reorganize your cover page to
highlight the information that is key to your shareholders’ investment decisions.
Please remove the information that is not required by Item 501 of Regulation S-K
or is not key to an investment decision off the cover page of the prospectus.

Mr. John J. Longino
Alesco Financial Inc.
October 16, 2009
Page 2

Unaudited Comparative Per Share Data, page 33

2. We note your response to comment 5 of  our letter dated September 21, 2009.
Please additionally revise to include e quivalent pro forma per share data for
Cohen, as required by Item 3(f) of Form S-4.
 Opinion of AFN’s Financial Advisor, page 94

3. We note your response to comment 12 of our letter dated September 21, 2009 and
the revised disclosure on page 98.  The prior comment requested a discussion of
the important assumptions used in this section and the bases for such figures.
Please revise your disclosure accordingly.
 Results of Operations – AFN

 For the Six-Month Period Ended June 30, 2009, page 181

4. On page 182, we note the disclosure that  related party management compensation
was $6.9 million the six months ended June 30, 2009.  We further note that the company only incurred $0.2 million in base and incentive management fees.  Please revise to clarify the makeup of  the compensation that makes up the
difference between related party mana gement compensation and base and
incentive management fees.
 Overcollateralization and Other Cr edit Enhancement Tests, page 193

5. In this subsection, please re vise to match up your disc losure with the table on
page 147 so that investors can place the disclosure into context.
 MBS, page 193

6. We note the disclosure here  that the Kleros Real Es tate I, II and IV have
experienced events of default and that the controlling class de bt holders of those
CDOs have not exercised thei r right to liquidate.  Pleas e revise to discuss how a
liquidation would affect AFN.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
of Cohn Brothers, LLC, page 221
 Equity Based Compensation, page 226

7. We note your response to our prior comme nt 16.  If you relied on a third party
expert for the valuations, you may need to revise to name the expert and include
the consent of the independe nt valuation firm as an exhibit to the registration

Mr. John J. Longino
Alesco Financial Inc.
October 16, 2009
Page 3

statement.  Please refer to Securities  Act Rule 436 and Question 141.02 of the
Compliance and Disclosure Interpretations on Securities Act S ections, which can
be found at http://www.sec.gov/divisions/cor pfin/guidance/sasinterp.htm .  Please
revise or advise.

Consolidated Statements of Cash Flows for the Six-Month Period Ended June 30, 2009,
page F-51
 8. We note your response to our prior comme nt 21.  Please expand your disclosure
in your footnotes to specifically state your accounting policy for your real estate
owned including your classification as held for sale.  Also disclose your accounting policy for classifica tion of proceeds from sales of real estate owned in
your statements of cash flows.
 Cohen Brothers, LLC Financial Statements

 7. Goodwill, page F-118

 9. We note your response to our prior comment  23.  You state that Cohen does not
consider Strategos as an operating segm ent because the chief operating decision
maker primarily reviews financial in formation and makes decisions about
resource allocation at the asset manageme nt level.  Specifically, we note that you
use the term “primarily”; please furthe r explain the information reviewed by the
chief operating decision maker.  Tell us whether the operating results of Strategos are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to Stra tegos and assess its performance.  In
addition, if Strategos were considered an operating segment, please tell us
whether there are components of Strategos  that would be considered reporting
units under paragraph 30 of SFAS No. 142.

* * * * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. John J. Longino
Alesco Financial Inc.
October 16, 2009
Page 4

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
 ‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
 ‚ the company may not assert this action as  defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 Any questions regarding the accounting co mments may be directed to Jonathan
Wiggins at (202) 551-3694 or Jessica Barber ich, Assistant Chief Accountant, at (202)
551-3782.  Questions on other disclosure issues may be directed to Duc Dang at (202) 551-3386 or the undersigne d at (202) 551-3233.
 Sincerely,    Thomas Kluck
 Branch Chief
cc:  Darrick M. Mix, Esq.  Duane Morris LLP