SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                         CALAMOS ASSET MANAGEMENT, INC.

                               September 10, 2004

VIA ELECTRONIC TRANSMISSION

Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

                         Calamos Asset Management, Inc.
                               File No. 333-117847
             Responses to SEC Comment Letter dated September 2, 2004

Dear Mr. Friar:

            On behalf of Calamos Asset Management, Inc. (the "Company"), set
forth below are the comments of the staff of the Securities and Exchange
Commission (the "Commission") received in your letter dated September 2, 2004
relating to the Company's registration statement on Form S-1 (File No.
333-117847) filed on August 2, 2004 (the "Registration Statement"), including
the prospectus contained therein (the "Prospectus"). Each comment is followed by
the Company's response to that comment. Capitalized terms used but not defined
herein have the meanings assigned to them in the Registration Statement.

            This letter should be read in conjunction with the accompanying
Amendment No. 1 to the Registration Statement ("Amendment No. 1"), which the
Company filed with the Commission on the date hereof. In this letter, all page
references set forth in the Company's responses to the staff's comments refer to
page numbers in Amendment No. 1. To assist the staff in reviewing Amendment No.
1, we are delivering, by overnight mail to Mr. Clampitt, a copy of this letter
and eight bound copies of Amendment No. 1. Four of the copies of Amendment No. 1
have been marked to show changes from the Registration Statement as originally
filed with the Commission on August 2, 2004.

            By its responses herein and in Amendment No. 1, the Company believes
that it has addressed all of the comments of the staff of the Commission. The
Company is aware of its

<PAGE>
Mr. William Friar
September 10, 2004
Page 2

obligations under the Securities Act and will request in writing an acceleration
of the effective date of the Registration Statement. At such time, the Company
will, pursuant to the staff's request, furnish a letter acknowledging the
matters specified in the bullet points included in the introductory paragraphs
of your letter dated September 2, 2004.

General

      1.    Please revise to delete legalese such as thereof, whereby,
            therefrom, therein, therefore, whereas, etc.

            The Company has revised its disclosure pursuant to the staff's
            comments.

Prospectus Cover Page

      2.    The filing has a significant amount of non-Rule 430A information
            missing. Please include the information in the next pre-effective
            amendment. The staff may have significant comments upon our review
            of the amendment and it may take us a significant amount of time to
            review the amendment.

            The Company has revised the Prospectus to include as much of the
            missing non-Rule 430A information as is currently available. The
            Company will revise the Prospectus further in a subsequent
            pre-effective amendment to include additional non-Rule 430A
            information as it becomes available.

      3.    The second paragraph indicates the existing holders will sell some
            of their holdings in this offering. Revise to include a selling
            shareholder section and include the membership units being sold, and
            the proceeds to be received. Present the information with and
            without the overallotment sales.

            Pursuant to conversations with the staff, the Company has not
            included a selling shareholder section in the Prospectus, but has
            revised other sections of the Prospectus to provide additional
            information regarding the membership units being sold and the
            proceeds to be received by Calamos Family Partners, Inc. In
            addition, the Company directs the staff to the "Principal
            Stockholders" section of the Prospectus for additional information
            about the beneficial ownership of the Company's common stock by the
            stockholders of Calamos Family Partners, Inc. after the offering.

      4.    Revise the last paragraph to indicate the date the listing
            application was filed.

            The Company has revised the Prospectus cover page pursuant to the
            staff's comments.

<PAGE>
Mr. William Friar
September 10, 2004
Page 3

Table of Contents

      5.    Supplementally advise as to why the Calamos Growth and Income
            Portfolio is not included in the references to "mutual funds" and
            "open-end funds". We may have further comment.

            The Company has excluded the Calamos Growth and Income Portfolio
            from references to "mutual funds" and "open-end funds" because the
            portfolio differs significantly from the other funds managed by the
            Company. The Calamos Growth and Income Portfolio is a portfolio of
            the Calamos Advisors Trust, a registered open-end investment
            company. The portfolio's shares are offered to certain life
            insurance companies for allocation to separate accounts established
            for the purpose of funding variable annuity and variable life
            insurance contracts. Unlike the shares of all other mutual funds
            managed by the Company, the portfolio's shares are not offered
            directly to the public. The Company believes that including the
            Calamos Growth and Income Portfolio in references to "mutual funds"
            and "open-end funds" throughout the Prospectus would render many
            general discussions about mutual funds and open-end funds
            inaccurate, particularly discussions about the distribution and sale
            of, and fees earned on, such funds, and would be confusing to
            prospective investors in the Company's Class A common stock. In
            addition, at June 30, 2004, the portfolio represented only $28.2
            million of the Company's $32.3 billion of assets under management.
            The Company therefore submits that disclosure about the portfolio is
            immaterial to prospective investors in the Company's Class A common
            stock.

Summary-Overview

      6.    Regarding the reasons for the significant growth in funds under
            management and related revenues and income and noting the
            significant amount of deferred sales commissions, revise to explain
            whether the arrangements to attract funds, or the compensation paid
            by the Company to sales agents has changed during the periods
            referenced.

            Over the periods presented, the Company changed its arrangements to
            attract mutual fund customers only insofar as it significantly
            increased the size of its sales force and broadened its mandate to
            emphasize sales of mutual funds and also entered into additional
            third-party selling arrangements. The Company believes that these
            measures, along with its strong investment performance, broad range
            of investment strategies and diverse product offerings, resulted in
            the growth in assets under management over the periods presented.
            The disclosure in the "Summary - Our Company" section of the
            Prospectus has been revised accordingly.

            The Company distributes its mutual funds and managed accounts
            through third-party selling agents. Over the periods presented, the
            Company did not initiate any

<PAGE>
Mr. William Friar
September 10, 2004
Page 4

            changes to the compensation paid to these selling agents; however,
            certain of the Company's third-party selling agents requested the
            Company to make supplemental compensation payments, often referred
            to as "revenue sharing" payments, to them.1 The Company's total
            supplemental compensation payments to third-party selling agents as
            a percentage of assets under management and revenues have decreased
            over the periods presented and comprised 2.2% and 3.3% of the
            Company's total revenues for the six months ended June 30, 2004 and
            the year ended December 31, 2003, respectively. The Company does not
            believe that the increase in the dollar amount of supplemental
            compensation payments to certain third-party selling agents
            contributed to the growth of the Company's assets under management,
            but rather was necessary to maintain existing relationships. Given
            that these supplemental compensation payments have been declining as
            a percentage of assets under management and revenues and that the
            Company does not believe that such payments were a contributing
            factor to the growth of assets under management, the Company has not
            included the requested disclosure.

Strategy, Investment Philosophy and Management

      7.    Revise to move these two sections to a place in the prospectus after
            the risk factors, such as, the business section.

            The Company advises the staff that the referenced sections are
            summaries of disclosure that appears in the Business section of the
            Prospectus. The Company has deleted the referenced sections from the
            Summary section but has disclosed under "Summary - Our Company"
            limited information previously included in those sections that the
            Company believes is material to an investor's understanding of the
            Company's business.

Reorganization

      8.    Revise to add information regarding both the "Real Estate
            Distribution" and the "Formation Transaction" to include the pro
            forma effect on assets, revenues and income. For the "Real Estate
            Distribution", if the assets distributed will still be used by the
            Company, disclose the anticipated dollar amount of expenses to be
            incurred by the Company. For the "Formation Transaction", revise to
            include a brief discussion of the S Corp termination and its effect
            on 2004 earnings and cash flows, such as dividends that are expected
            to be paid out of retained earnings.

--------

1     The Company advises the staff that it does not believe that the
      characterization "revenue sharing" accurately reflects the nature of these
      payments. Accordingly, the Company has deleted references to "revenue
      sharing payments" throughout the Prospectus and replaced them with
      "supplemental compensation payments."

<PAGE>
Mr. William Friar
September 10, 2004
Page 5

            The disclosure on page 2 of the Prospectus regarding the Real Estate
            Distribution has been revised to reflect the fair value of the
            assets, and the amount of mortgage debt, distributed to the
            stockholders of Calamos Family Partners, Inc. The existing
            headquarters of the Company, which were distributed in the Real
            Estate Distribution, will continue to be occupied by the Company
            until the Company's new headquarters, which are being constructed by
            a company owned by stockholders of Calamos Family Partners, Inc. and
            are expected to be completed in mid-2005, become available for
            occupancy. The expected annualized monthly lease payments for the
            Company's existing headquarters represent 1.25% of the Company's net
            income for the year ended December 31, 2003. The Company therefore
            believes the amount of the lease payments is immaterial, and it has
            not disclosed them on page 2 of the Prospectus. The amount of the
            lease payments, however, continues to be disclosed under "Certain
            Relationships and Related Party Transactions - Lease of Corporate
            Headquarters" in the Prospectus.

            The pro forma impact of the Real Estate Distribution on the
            Company's revenues for the six months ended June 30, 2004 and the
            year ended December 31, 2003 was 0.1% and 0.2%, respectively, and
            the pro forma impact on the Company's net income for the six months
            ended June 30, 2004 and the year ended December 31, 2003 was 3.4%
            and 0.1%, respectively. The Company does not believe that the pro
            forma impact of the Real Estate Distribution on revenue and net
            income is material and therefore has not revised the disclosure to
            reflect this impact on page 2 of the Prospectus. This pro forma
            impact, however, continues to be disclosed in the unaudited pro
            forma financial information beginning on page 32 of the Prospectus.

            The Company has added disclosure on page 3 of the Prospectus
            discussing the impact on the Company of taxation as a C corporation.

      9.    Revise to disclose any other arrangements whereby the Calamos Family
            Partners will derive revenues from the Company, such as, management
            agreements, leases, etc.

            The Company does not expect that Calamos Family Partners, Inc. will
            derive any revenues from the Company. As discussed in response to
            Comment No. 8 above and disclosed under "Certain Relationships and
            Related Party Transactions - Lease of Corporate Headquarters" in the
            Prospectus, the stockholders of Calamos Family Partners, Inc. will
            derive revenues, indirectly through a company owned by them, from
            the Company under the Company's lease for its corporate
            headquarters. The Company has included additional disclosure
            regarding the lease in the Prospectus.

<PAGE>
Mr. William Friar
September 10, 2004
Page 6

The Offering

      10.   Revise here and the section titled "Use of Proceeds" to provide a
            more detailed breakdown in the use of the proceeds, including the
            amounts to be used for working capital. In this regard, disclose
            what amounts will be used for expansion of the alternate investment
            business and briefly explain that business. In addition, in the "Use
            of Proceeds" section, revise to disclose the alternate uses
            contemplated in the event that sufficient cash flow is generated by
            operations.

            The Company has revised its disclosure pursuant to the staff's
            comments.

      11.   Revise the "Dividend Policy" section to indicate whether
            consolidated income of the Company will be taxable to holders as
            partnership interests or only taxable upon distributions and whether
            or not those distributions will be treated as dividend income.

            The Company has revised its disclosure pursuant to the staff's
            comments.

      12.   Revise here and in the entire section titled "Summary" to remove the
            cross-references.

            The Company has revised its disclosure pursuant to the staff's
            comments.

Summary Historical and Pro Forma Consolidated Financial and Other Data

      13.   Upon completion of the employment agreements, revise the pro forma
            compensation expense if the going forward compensation is greater
            than the presented compensation.

            The Company will revise its disclosure upon