SecProbe.io

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Mail Stop 0408
      December 23, 2005

By U.S. Mail and Facsimile (650) 461-5700

David A. Baylor
Chairman and Chief Executive Officer
Thomas Weisel Partners Group, Inc.
One Montgomery Street
San Francisco, California 94104

Re:	Thomas Weisel Partners Group, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed December 13, 2005
	File No. 333-126793

Dear Mr. Baylor:

      We have reviewed your amendment 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 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 welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General

1. It appears that Thomas Weisel may be relying on the exception
provided by section 3(c)(2) of the Investment Company Act of 1940
(the "1940 Act") so as to not register as an investment company.
Please indicate whether this is true and clarify whether Thomas
Weisel is relying on an opinion of counsel with regard to its
status
under the 1940 Act.

2. The registration statement indicates that Thomas Weisel`s
revenue
consisted of income from brokerage, investment banking, asset
management and interest.  In describing the brokerage revenue, the
notes to the financial statements indicate that the "majority" of
brokerage revenue was derived from commissions but that some
revenue
also was generated from fees paid for advisory services.  In
describing the investment banking revenues, the notes indicate
that
some of the revenue was generated from underwriting and some from
fees earned as a financial adviser in mergers and acquisitions.
Please describe in detail the portion of the revenue that is
attributable solely to brokerage and underwriting and the portion
that is attributable to advisory services, including in regard to
mergers and acquisitions.

3. It appears that Thomas Weisel`s assets consist of more than 40%
securities (exclusive of cash).  Please (a) describe the following
assets in more detail, and (b) explain how they are treated under
your 1940 Act status analysis.  Specifically, please explain
whether
(and how) the following assets are devoted to the business of
underwriting and distributing securities issued by other persons,
selling securities to customers, acting as broker, and acting as
market intermediary:

(a) "Securities owned - at market value"
(b) "Receivable from clearing broker"
(c) "Investments in partnerships and other securities"

Selected Consolidated Financial And Other Data - Pro Forma, page
40

4. Delete the presentation of pro forma diluted net income per
share
as adjusted for this offering, pro forma diluted common shares as
adjusted for this offering and pro forma stockholders` equity as
adjusted for this offering for the year ended December 31, 2004
and
the nine months ended September 30, 2005.  In the alternative,
present pro forma diluted earnings per share adjusted for the
issuance of common stock related to the exchange of all of the
company`s Class A members` interests and all of the company`s
redeemable convertible preference stock.

Management`s Discussion And Analysis Of Financial Condition And
Results Of Operations
Operating Expenses And Employees - Non Compensation Expenses
Nine Months Ended September 30, 2005 versus September 30, 2004
Years Ended December 31, 2004, 2003 and 2002, page 50

5. Revise the discussion of the amount and percentage of the
decline
in occupancy and equipment expenses to reflect the information
presented in the consolidated financial statements.

Principal and Selling Stockholders, page 94

6. Please revise to state that the selling shareholders may be
deemed
to be underwriters.

Financial Statements
Consolidated Statement of Operations, page F-4

7. We note your response to prior comment number 32. Please revise
to
provide pro forma tax, compensation expense and EPS data on the
face
of the historical statements for the latest year and interim
period.

Note 8 - Furniture, Equipment, and Leasehold Improvements, page F-
18

8. Revise the total amount of furniture, equipment and leasehold
improvements as of September 30, 2005 to be consistent with the
information presented in the consolidated statement of financial
condition.

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 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.

	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 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 Christina Harley, Staff Accountant, at (202)
551-3695 or Donald Walker, Senior Assistant Chief Accountant, at
(202) 551-3490 if you have questions regarding any matters
relating
to the financial statements and related matters.  With respect to
Investment Company Act issues, please contact Sara Crovitz, Office
of
Chief Counsel, Division of Investment Management at (202) 551-
6862.
Please contact Gregory Dundas at (202) 551-3436 or me at (202)
551-
3698 with any other questions.

								Sincerely,

      Mark Webb
      Legal Branch Chief

cc:	Scott D. Miller, Esq.
	Sullivan & Cromwell LLP
	1870 Embarcadero Road
	Palo Alto, California 94303

	Jeffrey D. Saper
	Robert G. Day
	Wilson Sonsini Goodrich & Rosati, P.C.
	650 Page Mill Road
	Palo Alto, California 94304

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David A. Baylor
Thomas Weisel Partners Group, Inc.
December 23, 2005
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