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CORRESP
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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

January 11,
2005

Securities
and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn: Ms. Angela Jackson

Re:Refco Group Ltd., LLC/ Refco Finance Inc.

Registration Statement on Form S-4 File No. 333-119701

Ladies and Gentlemen:

        On
behalf of our clients, Refco Group Ltd., LLC and Refco Finance Inc. (collectively, the "Company"), we are transmitting herewith via the EDGAR system for filing with the
Commission our response to the Staff's supplemental letter dated January 7, 2005, regarding Amendment No. 1 to the Registration Statement on Form S-4 (the "Amendment")
of the Company (File No. 333-119701).

        Set
forth below in bold are each of the comments in the Staff's letter. Immediately following each of the Staff's comments is the Company's response to that comment. For your
convenience, each of the numbered paragraphs below correspond to the numbered comment in the Staff's comment letter.

1.On page 35 of your supplemental response dated December 10, 2004, you state that the Transactions were financed using 67% debt. Supplementally provide your
calculation of this measure and clearly explain each of the components of your calculation, including how you calculated your "incremental debt" of $1.0375 billion.

The
Company's calculation of "incremental debt" of $1,037,500,000 follows:

Existing unsecured senior notes—current

$
68,000,000

Existing unsecured senior notes—long term

278,500,000

Existing subordinated debt

16,000,000

Existing debt        A

$
362,500,000

New senior term loans

$

800,000,000

New senior subordinated debt

600,000,000

New debt        B

$
1,400,000,000

Incremental debt        B-A

$

1,037,500,000

The Transactions were financed using approximately 67% debt calculated as follows:

New equity—TH Lee

$
462,043,500

New equity—co-investors

45,000,000

New equity—management

4,450,000

Total new equity

511,493,500

Incremental debt from above        C

1,037,500,000

TOTAL                                    D

$
1,548,993,500

C / D

67

%

2.You have disclosed that THL Refco Acquisition Partners and its affiliates and co-investors acquired a portion of your membership interest for $507 million in
cash. Supplementally clarify to whom this cash payment was made.

Concurrently
with the consummation of the Transactions, THL Refco Acquisition Partners and its affiliates and co-investors acquired a portion of our membership interests by paying $507 million in cash
directly to Refco Group Holdings, Inc., an entity that was owned by Phillip Bennett, the president and chief executive officer of Refco Group Ltd., LLC, and Tone Grant and that is now wholly owned by
Mr. Bennett.

3.Supplementally identify the party or parties responsible for the formation of Refco Finance Inc. In addition, supplementally explain the purpose of this entity
and why it was integrated as such in the Transactions.

Affiliates
of Thomas H. Lee Equity Fund V, L.P. formed Refco Finance Holdings LLC. Refco Finance Inc. was in turn formed by Refco Finance Holdings LLC to solicit financing commitments required to
effectuate the Transactions. Concurrently with consummation of the Transactions, Refco Finance Holdings LLC merged with and into Refco Group Ltd., LLC. Refco Finance Inc. serves as
co-issuer of the notes as we believe that some prospective purchasers may be restricted by state investment laws or regulations from purchasing securities of limited liability companies, such as us,
unless the securities are jointly issued by a corporation.

        We
would very much appreciate receiving the Staff's comments, if any, with respect to the accounting treatment for the Transactions as promptly as applicable. If it would expedite the
review of the information provided herein, please do not hesitate to call the undersigned at (212) 310-8172.

Sincerely yours,

/s/  TODD R. CHANDLER       Todd R. Chandler

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