SecProbe.io

January 6, 2012
 Via E-mail

Daniel G. Cohen Chairman of the Board and Chief Executive Officer Institutional Financial Markets, Inc. Cira Centre 2929 Arch Street, 17
th Floor
Philadelphia, PA 19104
Re: Institutional Financial Markets, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 9, 2011 File No. 001-32026

Dear Mr. Cohen:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclo sures. If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments .
            Form 10-K for Fiscal Year Ended December 31, 2010

Item 1.  Business
Permanent Capital Vehicles, page 9
 1. Please identify the other party in your Star Asia Management joint venture and tell us
why you believe you are not required to file th e joint venture agreement as an exhibit to
your filing.

Daniel G. Cohen
Institutional Financial Markets, Inc. January 6, 2012 Page 2

Item 8.  Financial Statements and Supplementary Data

Note 10 – Fair Value Disclosures, page F-37
U.S. Government Agency Mortgage-Backed Securi ties and Collateralized Mortgage Obligations,
page F-41
 2. We note in valuing your securities such as  U.S. government agency mortgage-backed
securities and collateralized mo rtgage obligations as well as your investment in Star Asia
as discussed on page F42 you may utilize an internal valuation m odel to determine the
respective fair value.  Please expand your disclosure in future filings to describe the type
of valuation models used and assumptions made  when determining the fair value of Star
Asia and the U.S. government agency mort gage-backed securitie s and collateralized
mortgage obligations securities.
 Note 27 – Commitments and Contingencies, page F-77

Legal and Regulatory Proceedings, page F-77
 3. You have disclosed that management believes that none of its routine legal proceedings
will have a material adverse effect on the company’s financial condition.  Please expand
your disclosure in future filings to discu ss the effect of such proceedings on the
company’s operations and cash flows.

4. In addition, ASC Subtopic 450- 20 requires you to establish a ccruals for litigation and
other contingencies when it is probable that a loss has been incurred and the amount of
the loss can be reasonably estimated. When a loss is not both proba ble and estimable, an
accrual is not recorded, but disclosure of th e contingency is required to be made when
there is at least a reasonable possibility that a loss or an additional loss has been incurred.
To the extent that you are unable to assert th at the effect of such proceedings are not
material to your results of operations and cas h flows, please revise your future filings to
disclose an estimate of the possible loss or ra nge of loss in excess of  amounts accrued or
to state that such an estimate cannot be made.
 Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A filed on April 26, 2011
Compensation of Executive Officers, page 16

5. Please expand the footnote disclosure to prov ide the following additional information:
 A general description of the formula or cr iteria to be applied in determining the
amounts paid pursuant to any non- equity incentive plans; and
 the factors that the Compensation Committee considered when determining to pay
out the awards 60% in cash and 40% in equity.
Please refer to Item 402(o) of Regul ation S-K for additional information.

Daniel G. Cohen
Institutional Financial Markets, Inc. January 6, 2012 Page 3
 Form 10-Q for the Fiscal Qu arter Ended September 30, 2011

Note 4 – Acquisitions, page 13
PrinceRidge, page 13
 6. We note you entered an agreement with PrinceRidge Partners LLC in which you
contributed $45 million, comprised of cash, am ounts payable, and all of the equity
ownership interests in Cohen & Company Cap ital Markets, LLC, in exchange for a 70%
interest in each of the PrinceRidge Entities.   You determined that the purchase price of
this acquisition was $18.5 million, which represents the fair value of the redeemable non-controlling interest of PrinceRi dge.   Explain to us how you concluded that the value of
the PrinceRidge’s equity interests was a more  reliably measurable in determining the
purchase price than the fair values of the asse ts transferred and the equity interests issued
by the company.  Tell us whether you have an  estimation of the value of the equity
ownerships interest in Cohen & Company Capital Markets, LLC.  If you have such
values, tell us the amount of such values a nd tell us how the valuation of the acquisition
using the value of Cohen & Company Capital Markets, LLC as a basis for the purchase
price compares to the purchase price used ba sed on the fair value of the redeemable non-
controlling interests of PrinceRidge.
Note 15 – Debt, page 42

7. On page 43, we note that you commenced an offer to exchange all of the company’s
outstanding 7.625% Contingent Conve rtible Senior Notes (Old No tes) for a new series of
10.50% Contingent Convertible Senior Notes (New  Notes).  Please tell us, and disclose in
future filings, the conversion features of th e New Notes. In addition, explain to us how
you have analyzed the guidance in ASC 815 in evaluating whether the conversion
features of the New Notes are embedded deriva tives that should be separated from the
debt host and accounted for in accordance with  ASC 815. In addition, please tell us how
you analyzed ASC 470-50 in determining wh ether the terms between the New Notes
were substantially different from the Old Notes.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Daniel G. Cohen
Institutional Financial Markets, Inc. January 6, 2012 Page 4
  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Yolanda Tr otter at (202) 551-3472 or Kevin Vaughn at (202) 551-3494
if you have questions regarding comments on the financial statements and related matters.
Please contact Eric Envall at (202) 551-3234 or me at (202) 551-3675 with any other questions.

Sincerely,
  /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director