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 Response dated January 27, 2012 File No. 001-32026

Dear Mr. Cohen:
 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 1. We note that counsel for Institutional Financ ial Markets, Inc. rather than Institutional
Financial Markets, Inc. itself provided  the written statement acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure 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. February 24, 2012 Page 2

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
In responding to these comments, please have  Institutional Financia l Markets, Inc. and
not its counsel provide the reque sted written acknowledgement.
Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A filed on April 26, 2011
Compensation of Executive Officers, page 16
 2. We note your response to prior comment five and continue to believe that additional
information is warranted.  Please expand the description of the pe rformance targets to
compare them to the prior year’s actual adju sted pre-tax income and adjusted revenue.
For example, were the targets higher than th e prior year’s adjusted pre-tax income and
adjusted revenue or were the targets comparab le to or lower than the prior year’s actual
results?
 We urge all persons who are responsible for the 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

 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.
 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