SecProbe.io

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      March 3, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (212) 310-8007.

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 February 23, 2005
	File No. 333-119701

Dear Mr. Bennett:

	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 note your response to comment 6 in our letter dated February
2,
2005.  We encourage you to set up a call with us to discuss our
concerns regarding your accounting treatment for both the
MacFutures
and REFCO trade names.  We have the following concerns:
* In your response to comment 6(a), you indicate that after the
decision to co-brand Mac Trading Services with REFCO, the value of
the MacFutures trade name could not be separated from the value of
the REFCO trade name.  Furthermore, in your response to comment
6(b),
you state that "all ongoing trade name value has been reflected
under
the master REFCO name, based on total revenues for the Company as
a
whole." It is not appropriate to assign a value to a tradename
asset
for which you cannot explicitly and separately identify its
revenue
streams.  Since you are unable to separately identify the revenues
specifically attributable to the REFCO tradename, it does not
appear
that your REFCO tradename has any value.

* We object to your use of the relief from royalty method in
valuing
your trade names.  Supplementally support your statement that this
method is "commonly employed to value trade names," and
specifically
explain how using a valuation method based on royalties is
relevant
in your specific circumstances.  Clarify whether the use of either
the MacFutures or REFCO trade names are subject to licensing
agreements.  Furthermore, supplementally explain how you
determined
the appropriate royalty rates to use in your valuation model.

* In your response to comment 6(b), you indicate that your
determination that the REFCO trade name has an indefinite life was
based on the growth in the derivatives trading market and Refco`s
recent historical performance.  Your argument does not address
whether any legal, regulatory, contractual, competitive or
economic
factors may limit the life of this trade name.  Please refer to
paragraph 11 and Appendix A of SFAS 142.

Consolidated Interim Financial Statements

Consolidated Statement of Members` Equity - page F-41

2. You have presented your members` equity balance as of August 5,
2004, after giving effect to the distribution transaction, as
$78,672.  Supplementally explain why this amount differs from the
net
assets acquired at predecessor basis of $127,224 as disclosed on
page
F-45.

3. Please revise your reconciliation of changes in your members`
equity from August 5, 2004 to August 6, 2004 to clearly identify
all
significant reconciling items.  Your line item "Effect of the
Transactions" is not clear as to what it represents.

Note A - Organization - page F-43

4. Please revise the second full paragraph on page F-44 to clearly
explain what you mean when you say that "the carryover basis
determined was reflected as a deemed dividend of $403.6 million in
the opening consolidated balance sheet."  Supplementally explain
how
you determined this accounting treatment to be appropriate.

5. Please revise your purchase price detail on page F-44 to
clearly
disclose how the purchase price of member units of $1.4 billion
was
derived.

6. Your purchase price allocation on page F-45 does not clearly
illustrate how the partial step-up in basis of the net assets
acquired was calculated.  On page F-44 you disclose that the
continuing residual interest retained by the continuing management
investors (42.8%) is reflected at predecessor basis and a step-up
to
fair value was recorded for the remaining interest in the net
assets
acquired (57.2%).  Please revise to clearly illustrate how the new
basis of the net assets acquired was calculated.

*	*	*

Closing Comments

      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 7 of 7

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