SecProbe.io

November 18, 2013

Via E -mail
Joseph W. Pooler, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
Institutional Financial Markets, Inc.
2929 Arch Street
Philadelphia,  PA 19104

Re: Institutional Financial Markets, Inc.
  Registration Statement on Form S-3
Filed October 24, 2013
  File No . 333 -191887

Dear Mr. Pooler :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.   Where 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 registration statement and the information you
provide in response to t hese comments, we may have additional comments.

General

1. Given the nature and size of the transaction being registered, tell us your basis for
determining that the transaction is appropriately characterized as a transaction that is
eligible to be made on a shelf  basis under Rule 415(a)(1)(i) .  See Securities Act Rules
Compliance and Disclosure Interpretation 612.09  for guidance.

Exhibit 5.1

2. Please have counsel expand the opinion to address the pr eferred stock purchase rights.

3. Please have counsel re vise the opinion to remove the assumption regarding the
reservation of shares.

Joseph W. Pooler, Jr.
Institutional Financial Markets, Inc.
November 18, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act o f 1933 and
all applicable Securities Act rules require.   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.

Notwit hstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delega ted 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for a cceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Celia Soehner at (202) 551 -3463  or Michael Seaman at (202) 551 -3366
with any questions.

Sincerely,

 /s/ Michael Seaman for

Suzanne Hayes
Assistant Director