SecProbe.io

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Mail Stop 4569
August 1, 2005

By U.S. Mail and facsimile to (212) 310-8857

Mr. Phillip R. Bennett
President and Chief Executive Officer
Refco Inc.
One World Financial Center
200 Liberty Street, Tower A
New York, New York  10281

      Re:      Refco Inc.
      Amendment Number Four to Registration Statement on Form S-1
      Filed on July 25, 2005
                        File Number 333-123969

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
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that 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.

Unaudited Pro Forma Consolidated Financial Statements
Notes to Unaudited Pro Forma Consolidated Statements of Income,
page
48
1. We note your disclosure in footnote (l) that your pro forma
basic
and diluted common shares include the number of shares from this
offering whose proceeds will be used for the repayment of debt.
Please revise your calculation of pro forma EPS to give effect to
all
shares to be issued in this offering in accordance with Rule 11-
02(b)(7) of Regulation S-X.  Alternatively, revise your disclosure
to
explain why it is appropriate to only include those shares whose
proceeds will be used for the repayment of debt.

      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 by showing deleted
sections as strikethrough and added sections as underlining.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 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.

            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 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kevin W. Vaughn at (202) 551-3494 or Angela
M.
Jackson at (202) 551-3426 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Timothy
A. Geishecker at (202) 551-3422 or me at (202) 551-3419 with any
other questions.

Sincerely,

Christian Windsor

Special Counsel
cc:        Alexander D. Lynch, Esq.
            Todd R. Chandler, Esq.
            Weil, Gotschal & Manges LLP
            767 Fifth Avenue
            New York, New York  10153

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