SecProbe.io

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      March 15, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (212) 693-7332.

Dennis A. Klejna
Refco Group Ltd., LLC
One World Financial Center
200 Liberty St., Tower A
New York, NY 10281

Re:	Refco Group Ltd., LLC/Refco Finance Inc.
	Form S-4 amended March 11, 2005
	File No. 333-119701

Dear Mr. Klejna:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Estimates
Identifiable Intangible Assets - page 71

1. We refer to prior comment 1 and your response thereto.  In your
response, you state that the co-branded REFCO/MacFutures trade
name
was valued at $4 million based on the revenues of your MacFutures
business, with the business marketed under the combined
REFCO/MacFutures trade name.  Your determination to assign a fair
value of $0 to the MacFutures trade name is inconsistent with your
assertion that as of August 5, 2004 you intended to continue the
use
of the MacFutures trade name in the form of co-branding. We
therefore
believe that the step-up of your MacFutures trade name on August
5,
2004 and subsequent impairment charge should have been calculated
as
follows:

Predecessor basis (42.8% x $1,060,000)
453,680
Fair value basis (57.2% x $4,000,000)
2,280,000

2,733,680

Supplementally provide us with a SAB 99 analysis and your
conclusions
regarding the materiality of this change on your financial
statements
for the periods ended November 30, 2004.

2. Supplementally explain how you determined that the competitive
nature of your industry is consistent with an indefinite-lived
trade
name, and explain the type of evidence you obtained to support
this
assertion.  In addition, explain how you considered your risk
factors
when making this determination.  Specifically reconcile your
determination with the following risk factor discussed on page 20
-
"We face intense competition from other companies, and if we are
not
able to successfully compete with them, our business may be
harmed."

Consolidated Interim Financial Statements
Note A - Organization - page F-43

3. We refer to prior comment 6 and the revisions that you made on
page F-45.  It is still not clear how certain elements of your
purchase price allocation were determined.  Please revise to
address
the following:

* It is unclear how your purchase price allocation resulted in the
creation of "excess cash."  Please revise to explain.

* The fair value of your accounts payable, accrued expenses and
other
liabilities differs from your predecessor basis.  However, it does
not appear that you have calculated the successor basis of these
amounts using the partial step-up method.  Please revise your
calculation of successor basis or explain why a partial step-up in
basis was not performed for these liabilities.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Angela Jackson, Staff Accountant, at (202)
942-
2865 or Kevin Vaughn, Branch Chief, at (202) 942-1816 if you have
questions regarding comments on the financial statements and
related
matters.  You may contact Christian Windsor, Staff Attorney, at
(202)
942-1974 or me at (202) 942-1779 any other questions regarding
this
review.

						Sincerely,

						Barry McCarty
						Senior Counsel

cc:	Via US MAIL AND FACSIMILE: (212) 310-8007
Todd R. Chandler, Esq.
Alexander Lynch, Esq.
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
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Refco Group Ltd., LLC
Dennis A. Klejna
Page 1 of 4

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