SecProbe.io

CORRESP
 1
 filename1.htm

 COHEN & COMPANY INC.
Cira Centre

 2929 Arch Street, Suite 1703

 Philadelphia, Pennsylvania 19103

 May 29, 2026

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

 Attention:	Madeleine Joy Mateo

 Re: Cohen & Company Inc.
Registration Statement on Form S-3
Filed on May 18, 2026
 File No. 333-295997

 Dear Ms. Mateo:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Cohen & Company Inc., a Maryland corporation (the "Company"), hereby respectfully requests that the effectiveness
of the above-referenced Registration Statement on Form S-3 (the "Registration Statement") be accelerated so that it will become
effective at 4:00 p.m. Eastern Daylight Time on Tuesday, June 2, 2026, or as soon thereafter as practicable.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Duane Morris LLP, by calling Barry Steinman at (215) 979-1910.

 Very truly yours,

 Cohen & Company Inc.

 By: /s/ Joseph W. Pooler, Jr.

 Name: Joseph W. Pooler, Jr.

 Title: Executive Vice President, Chief Financial Officer and Treasurer

 Cc: Barry Steinman (Duane Morris LLP)
Darrick Mix (Duane Morris LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2026

Lester R. Brafman
Chief Executive Officer
Cohen & Company Inc.
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

 Re: Cohen & Company Inc.
 Registration Statement on Form S-3
 Filed May 18, 2026
 File No. 333-295997
Dear Lester R. Brafman:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Darrick M. Mix, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

COHEN & COMPANY INC.

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania

May 2,
2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  Attention:
  Madeleine Joy Mateo

  Re:
  Cohen & Company Inc.

  Registration Statement on Form S-3

  Filed on October 26, 2023

  File No. 333-275186

Dear Ms. Mateo:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Cohen & Company Inc., a Maryland corporation (the “Company”), hereby respectfully requests that the effectiveness
of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated so that it will
become effective at 5:00 p.m. Eastern Daylight Time on Monday, May 6, 2024, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Duane Morris LLP, by calling Barry Steinman at (215) 979-1910.

    Very truly yours,

    Cohen & Company Inc.

    By:
    /s/
    Joseph W. Pooler, Jr.

    Name:
    Joseph W. Pooler, Jr.

    Title:
    Executive Vice President, Chief Financial Officer
    and Treasurer

 Cc: Barry Steinman (Duane Morris LLP)

    Darrick Mix (Duane Morris LLP)

United States securities and exchange commission logo
December 20, 2023
Lester Brafman
Chief Executive Officer
Cohen & Company Inc.
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania
Re:Cohen & Company Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-32026
Dear Lester Brafman:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
1
filename1.htm

VIA EDGAR

December 1, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Alyssa Wall and Amanda Ravitz

 Re: Cohen &
                                            Company Inc.

    Definitive Proxy Statement on Schedule 14A

    Filed April 21, 2023

    File No. 001-32026

Dear Mses. Wall and Ravitz:

On behalf of Cohen & Company, Inc.
(the “Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in the Staff’s letter, dated November 9, 2023, regarding the above-referenced
Definitive Proxy Statement on Schedule 14A, which was filed by the Company with the Commission on April 21, 2023. To assist your
review of our response to the comments set forth in the Staff’s letter, we have set forth below in full the comments contained
in the letter, together with our response.

Definitive Proxy Statement on Schedule 14A filed April 21,
2023

Pay Versus Performance, page 25

1. Refer to the reconciliation table in footnotes (2) and (4) to your pay versus performance
                                 table. It is unclear what amounts are reflected in the row titled “Year over Year Change in Fair
                                 Value of Equity Awards Granted in Prior Years that Vested in the Year.” Specifically, equity awards
                                 granted in prior years that vest during the relevant year should be valued as the difference between
                                 the fair value as of the end of the prior fiscal year and the vesting date, not the “year over
                                 year” change in value. Please ensure that your table headings reflect accurately the amounts used
                                 to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.

  Response: The Company confirms that in its future filings containing pay versus
               performance disclosure, the headings set forth in the pay versus performance table will accurately reflect the amounts
               used to calculate compensation actually paid in accordance with Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.

2. It appears that you have not provided the relationship disclosures required by Regulation S-K Item
                                 402(v)(5). Please provide this required disclosure in its entirety. Although you may provide this information
                                 graphically, narratively, or a combination of the two, this disclosure must be separate from the pay
                                 versus performance table required by Regulation S-K Item 402(v)(1) and must provide, as applicable,
                                 a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv).
                                 Please note, it is not sufficient to state that no relationship exists, even if a particular measure
                                 is not used in setting compensation.

  Response: The Company confirms that in its future filings containing pay versus
                                     performance disclosure it will provide the relationship disclosures required by Item 402(v)(5) of
                                     Regulation S-K.

If you have any questions or additional comments regarding
these matters, please do not hesitate to call the undersigned at (215) 701-9555.

    Cohen & Company Inc.

    By:
    /s/ Joseph W.
    Pooler, Jr.

    Name:
    Joseph W. Pooler, Jr.

    Title:
    Executive Vice President, Chief Financial Officer
    and Treasurer

    2

United States securities and exchange commission logo
November 9, 2023
Lester Brafman
Chief Executive Officer
Cohen & Company Inc.
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania
Re:Cohen & Company Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-32026
Dear Lester Brafman:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.  Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 21, 2023
Pay versus Performance, page 25
1.Refer to the reconciliation table in footnotes (2) and (4) to your pay versus performance
table. It is unclear what amounts are reflected in the row titled "Year over Year Change in
Fair Value of Equity Awards Granted in Prior Years that Vested in the Year."
Specifically, equity awards granted in prior years that vest during the relevant year should
be valued as the difference between the fair value as of the end of the prior fiscal year and
the vesting date, not the "year over year" change in value. Please ensure that your table
headings reflect accurately the amounts used to calculate compensation actually paid.
Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.

2.It appears that you have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5).  Please provide this required disclosure in its entirety.  Although you
may provide this information graphically, narratively, or a combination of the two, this
disclosure must be separate from the pay versus performance table required by Regulation
S-K Item 402(v)(1) and must provide, as applicable, a clear description of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv).  Please note, it is not
sufficient to state that no relationship exists, even if a particular measure is not used in

 FirstName LastNameLester Brafman
 Comapany NameCohen & Company Inc.
 November 9, 2023 Page 2
 FirstName LastName
Lester Brafman
Cohen & Company Inc.
November 9, 2023
Page 2
setting compensation.
            Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
November 6, 2023
Lester R. Brafman
Chief Executive Officer
Cohen & Company Inc.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Re:Cohen & Company Inc.
Registration Statement on Form S-3
Filed October 26, 2023
File No. 333-275186
Dear Lester R. Brafman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Darrick M. Mix, Esq.

CORRESP
1
filename1.htm

Cohen & Company Inc.

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania 19104

November 6, 2020

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Attn: Davin Lin

    Re:
    Cohen & Company Inc.

    Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-249641)

    Request	 for Acceleration of Effective Date

Ladies and Gentlemen:

We refer to the registration statement on Form S-3 (File
No. 333-249641) (as amended, the “Registration Statement”), of Cohen & Company Inc. (the “Company”).

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so
that it may become effective at 4:30 p.m. (Eastern time) on Tuesday, November 10, 2020, or at such later time as the Company or
its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

We request that we be notified of such effectiveness by a telephone
call to Darrick M. Mix of Duane Morris LLP, the Company’s counsel, at (215) 979-1206, and that such effectiveness
also be confirmed in writing.

  Very yours truly,

  Cohen & Company Inc.

  By: /s/ Joseph W. Pooler, Jr.

  Name: Joseph W. Pooler, Jr.

 Title: Executive Vice President, Chief Financial Officer and Treasurer

      2

United States securities and exchange commission logo
October 30, 2020
Lester Brafman
Chief Executive Officer
Cohen & Company Inc.
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Re:Cohen & Company Inc.
Registration Statement on Form S-3
Filed October 23, 2020
File No. 333-249641
Dear Mr. Brafman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin at 202-551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Acceleration Request

 INSTITUTIONAL FINANCIAL MARKETS, INC.

2929 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19104-2870

 VIA
EDGAR

 January 23, 2014

 United States Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Institutional Financial Markets, Inc.

Registration Statement on Form S-3

Filed on October 24, 2013 and Amended on December 11, 2013 and January 17, 2014

File No. 333-191887

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Institutional Financial Markets, Inc., a Maryland corporation (the
“Company”), hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-191887) be declared effective at 4:00 p.m. Eastern Time on January 27, 2014, or as soon thereafter as possible.

In making this request for acceleration of the effective date of the Registration Statement, the Company acknowledges that (i) should the
United States Securities and Exchange Commission (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;
(ii) 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 (iii) 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.

Very truly yours,

Institutional Financial Markets, Inc.

By:

 /s/ Joseph W. Pooler, Jr.

Joseph W. Pooler, Jr.

Executive Vice President, Chief Financial Officer and Treasurer

CORRESP
1
filename1.htm

CORRESP

 INSTITUTIONAL FINANCIAL MARKETS, INC.

2929 Arch Street, 17th Floor

Philadelphia, PA 19104

 VIA EDGAR

January 17, 2014

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Attention: Ms. Suzanne Hayes

Re:
Institutional Financial Markets, Inc.

 Amendment No. 1 to Registration Statement
on Form S-3

 Filed December 11, 2013

File No. 333-191887

 Dear
Ms. Hayes:

 On behalf of Institutional Financial Markets, Inc. (the “Company”), this letter responds to the comment of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter, dated January 7, 2014, regarding the above-referenced Amendment No. 1 to Registration Statement on
Form S-3, which was filed by the Company with the Commission on December 11, 2013. To assist your review of our response to the comment set forth in the Staff’s letter, we have set forth below in full the comment contained in the letter,
together with our response. Concurrent with the filing of this letter, the Company is filing Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-191887) via EDGAR. Capitalized terms used, but not defined, herein have
the meanings assigned to such terms in the Registration Statement.

 Exhibit 5.1

1. Please have counsel revise to opine that the Rights are and will be binding obligations of the Company.

Company Response:

 Counsel to the
Company has revised the opinion to opine that the Rights are and will be binding obligations of the Company.

*    *    *

If you have any questions regarding the foregoing, please feel free to contact me at (215) 701-9555.

 January 17, 2014

 Page
 2

Sincerely,

By:

 /s/ Joseph W. Pooler, Jr.

Joseph W. Pooler, Jr.

Executive Vice President, Chief Financial Officer & Treasurer

January 7, 2014

Via E -mail
Joseph W. Pooler, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
Institutional Financial Markets, Inc.
2929 Arch Street
Philadelphia,  PA 19104

Re: Institutional Financial Markets, Inc.
  Amendment No. 1 to Registration Statement on Form S-3
Filed December 11 , 2013
  File No . 333 -191887

Dear Mr. Pooler :

We have reviewed your ame ndment and your response dated December 11, 2013 a nd
have the following comment.  Please respond to this letter by amending your registration
statement and provid ing the requested information.  If you do not  believe our comment applies  to
your facts and circumstances or do not believe an amendment is appropriate, pleas e tell us why
in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to t his comme nt, we may have additional comments.

Exhibit 5.1

1. Please have counsel revise to opine  that the Rights are and will be binding obligation s of
the Company.

Please contact Michael Seaman at (202) 551 -3366  with any questions.

Sincerely,

 /s/ Michael Seaman for

Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 INSTITUTIONAL FINANCIAL MARKETS, INC.

2929 Arch Street, 17th Floor

Philadelphia, PA 19104

 VIA EDGAR

December 11, 2013

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Attention: Ms. Suzanne Hayes

 Re:

Institutional Financial Markets, Inc.

Registration Statement on Form S-3

Filed October 24, 2013

File No. 333-191887

 Dear Ms. Hayes:

On behalf of Institutional Financial Markets, Inc. (the “Company”), this letter responds to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter, dated November 18, 2013, regarding the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”), which was filed by the Company with the Commission on October 24, 2013. To assist your review of our responses to the comments set forth in the Staff’s letter, we have set forth below in full the comments contained in the
letter, together with our responses. Concurrent with the filing of this letter, the Company is filing an amended Registration Statement on Form S-3 via EDGAR. Capitalized terms used, but not defined, herein have the meanings assigned to such terms
in the Registration Statement.

 General

1. Given the nature and size of the transaction being registered, tell us your basis for determining that the transaction is appropriately
characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i). See Securities Act Rules Compliance and Disclosure Interpretation 612.09 for guidance.

Company Response:

 Rule 415(a)(1)(i) of
the Securities Act of 1933, as amended (the “Securities Act”), provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to
securities “which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” In addition,

 December 11, 2013

 Page
 2

Securities Act Rules Compliance and Disclosure Interpretation 612.09 (“C&DI 612.09”) states that, in determining whether a purported secondary offering is instead an indirect
primary offering, consideration should be given to the following factors (i) how long the selling shareholders have held the shares; (ii) the circumstances under which they received them; (iii) their relationship to the issuer;
(iv) the amount of shares involved; (v) whether the sellers are in the business of underwriting securities; and (vi) whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

As detailed below, after considering the requirements of Rule 415(a)(1)(i) of the Securities Act and the factors set forth in C&DI 612.09,
we respectfully submit that the proposed registration is eligible to be made on a continuous or delayed basis under Rule 415(a)(1)(i) of the Securities Act.

Background:

 As disclosed in the
Registration Statement and as discussed in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Commission on August 7, 2013, and the Company’s Current Reports on
Form 8-K filed with the Commission on May 13, 2013 and September 25, 2013, the Company entered into a Securities Purchase Agreement on May 9, 2013 with each of (i) Mead Park Capital Partners LLC (the “MP Buyer”) and
Mead Park Holdings, LP (“Mead Park”), and (ii) Cohen Bros. Financial, LLC (the “Cohen Buyer”). Pursuant to the each of the above-mentioned Securities Purchase Agreements (together, the “Securities Purchase
Agreements”), on September 25, 2013, as part of a private placement of the Company’s securities (the “Transaction”), the Company issued to the MP Buyer and EBC 2013 Family Trust (“EBC Trust”), as assignee of the
Cohen Buyer, an aggregate of 2,749,167 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and convertible senior promissory notes in the aggregate principal amount of
$8,247,501, which bear interest at a rate of 8% per annum (each a “Note and, collectively, the “Notes”). The Company may issue up to an additional 4,086,308 shares of Common Stock (the “Conversion Shares” and, together
with the Common Shares, the “Securities”) upon conversion of the Notes. Each Note is convertible, at any time prior to September 25, 2018 at the option of the holder of the Note, into the Conversion Shares at a fixed conversion price
of $3.00 per share, subject to certain customary anti-dilution adjustments.

 As an initial matter, we note that, consistent with the
language of Rule 415(a)(1)(i) of the Securities Act, the Registration Statement pertains only to securities which are to be offered and/or sold solely by or on behalf of the selling stockholders and not by or on behalf of the Company, its
subsidiaries, or any person of which the Company is a subsidiary. Any future sales of the Securities will be solely for the account of the selling stockholders and the Company will play no role in determining the amount and/or timing of any such
sales. Further, the Company will not receive any proceeds from any future sales of the Securities, and the Company does not currently anticipate any sales of the Securities in the open market in the near future.

In order to provide a more fulsome analysis as to why the contemplated registration of the Securities complies with Rule 415(a)(1)(i), the
following discussion addresses each of the factors set forth in C&DI 612.09.

 December 11, 2013

 Page
 3

1.
How long the selling stockholders have held the shares:

 As noted above, the Common
Shares and the Notes were issued to the selling stockholders on September 25, 2013, and none of the Common Shares or Notes have been sold since such date. The Company notes that, although the closing of the Transaction occurred on September 25,
2013, the Securities Purchase Agreements were executed on May 9, 2013, and the parties thereto did not have the ability to unilaterally terminate the agreements and were therefore subject to market risk as of and following such date.

In addition, for the reasons set forth below, the Company does not expect the selling stockholders to resell any of the Securities in the near
future.

 The Notes are convertible securities, and the Conversion Shares have not yet been issued. There is no economic incentive for the
selling stockholders to convert the Notes (and subsequently sell the Conversion Shares) unless and until the trading price of the Common Stock exceeds the conversion price, which is fixed at $3.00 per share. The conversion price of the Notes was set
at a premium to the trading price of the Common Stock as of the date of the execution of the Securities Purchase Agreements on May 9, 2013, which was $2.80 per share. The existence of such premium indicates that neither the Company nor the
selling stockholders were relying upon a near-term sale of the Conversion Shares. Nor does the Company expect any sales of the Conversion Shares in the near term given the fact that the conversion price remains higher than the Common Stock’s
current trading price.

 The fact that the selling stockholders do not intend to resell the Common Shares (or the Conversion Shares upon
their issuance, if any) in the near future is evidenced by the fact that the selling stockholders represented to the Company in the Securities Purchase Agreements (see §4.3 of each of the Securities Purchase Agreements) and have confirmed to
the Company that, as of the date hereof, they (i) acquired the Common Shares and the Notes as principals for their own accounts for investment only and not with a view to or for the purpose of distributing or reselling the Securities, and
(ii) do not have any agreement, plan or understanding, directly or indirectly, with any individual or entity to distribute or effect any distribution of the Securities to or through any person or entity. The selling stockholders have also
confirmed to the Company that, as of the date hereof, they have not yet sold any of the Securities and do not currently intend to effectuate any sales of the Securities in the near future.

In addition to the above, given the current trading volume of the Common Stock relative to the number of shares being registered, it is
unlikely that the selling stockholders would be able to sell all or even a majority of their Common Stock on the public market in the near future. Therefore, practically speaking, it is likely that a significant amount of time will pass before the
selling stockholders are able to sell a significant amount of the Common Stock in the public market.

2.
The circumstances under which they received them:

 The Transaction is summarized under
the caption “Background” above and described in further detail in the Company’s public filings.

 The issuance of the Common
Shares and the Notes was part of a private placement of the Company’s securities to the selling stockholders and represented a strategic investment in the Company by the selling stockholders. As disclosed in the Proxy Statement, the selling
stockholders’ goals in investing in the Company were long-term in nature. Further, upon reviewing the terms and conditions of the Securities Purchase Agreements, it is evident that the agreements were negotiated with a view towards protecting
the long-term interest of the selling stockholders’ investments. Under the Securities Purchase Agreements, for so long as the selling

 December 11, 2013

 Page
 4

stockholders maintain certain ownership percentages of the Company’s outstanding Common Stock, the selling stockholders may designate an aggregate of three individuals to stand for election
to the Company’s board of directors (see §6.9 of the Securities Purchase Agreement among the Company, the MP Buyer and Mead Park (the “Mead Park Purchase Agreement”), and §6.8 of the Securities Purchase Agreement
between the Company and the Cohen Buyer (the “Cohen Purchase Agreement”)). Further, under the Mead Park Purchase Agreement, for so long as the MP Buyer, Mead Park and certain of their affiliates and principals collectively own 10% or more
of the outstanding Common Stock, Mead Park has agreed to provide certain ongoing business services to the Company (see §6.3 of the Mead Park Purchase Agreement).

The Company will not receive any proceeds from the sale by the selling stockholders of any of the Securities. In addition, the selling
stockholders invested in the Company for investment purposes unrelated to a distribution of the Securities and are entitled to dividends on the Common Shares and the payment of principal and interest under the Notes.

The filing of the Registration Statement was a condition to the closing of the Transaction. The selling stockholders received customary
registration rights pursuant to a registration rights agreement. But for the existence of these registration rights, the Company would not have filed the Registration Statement. The receipt of such registration rights is customary in private
placement transactions of the type in which the Company and the selling stockholders engaged and is not indicative of any present intent of the selling stockholders to sell the Securities being registered, much less to sell or distribute the shares
on behalf of the Company. Further, the Company has no agreement with the selling stockholders that would control the timing, nature or amount of resales of the Securities being registered, other than the registration rights agreement. Even though
the selling stockholders do not have any present intent to sell the Securities in the near future, the registration rights were requested by the selling stockholders, and the registration statement was filed, to ensure the liquidity of the
Securities in the event that the circumstances of the selling stockholders and/or the Company change.

3.
Their relationship to the issuer:

 As noted in the Registration Statement, the Cohen
Buyer assigned all of its rights and obligations under the Cohen Purchase Agreement to EBC Trust. Daniel G. Cohen serves as one of three trustees of EBC Trust. Mr. Cohen is the Vice Chairman of the Company’s board of directors and of the
board of managers of IFMI, LLC, a majority owned subsidiary of the Company, President and Chief Executive of the Company’s European Business, and President of Cohen & Company Financial Limited, a wholly owned subsidiary of the Company.
The Cohen Purchase Agreement provides that EBC Trust may designate one individual to stand for election at any meeting at which the Company’s stockholders may vote for the election of directors for so long as the Cohen Buyer and certain of its
affiliates own 10% or more of the outstanding Common Stock. Mr. Cohen was also the beneficial owner of over 30% of the Company’s Common Stock prior to and following the consummation of the Transaction.

Jack J. DiMaio, Jr. is a member of the MP Buyer and serves as Chairman of the Company’s board of directors and the board of managers of
IFMI, LLC. In addition, Christopher Ricciardi is a member of the MP Buyer and serves as a director on the Company’s board of directors. Messrs. DiMaio and Ricciardi were elected to the Company’s Board pursuant to the

 December 11, 2013

 Page
 5

Securities Purchase Agreements. Mr. Ricciardi was also the beneficial owner of over 10% of the Company’s Common Stock prior to and following the consummation of the Transaction. From
February 2006 until August 2011, Mr. Ricciardi served as President of the Company, as President and Chief Executive Officer of IFMI, LLC, and as a member of the board of managers of IFMI, LLC. The Mead Park Purchase Agreement provides that the
MP Buyer may designate two individuals to stand for election at any meeting at which the Company’s stockholders may vote for the election of directors for so long as the MP Buyer and certain of its affiliates own 15% or more of the outstanding
Common Stock, and one director if such ownership is less than 15% but greater than or equal to 10% of the outstanding Common Stock. In addition, for so long as the MP Buyer, Mead Park, or any of their controlled affiliates and principals
collectively own 10% or more of the outstanding Common Stock, and both Mr. DiMaio is no longer Chairman of the Company’s board of directors and Mr. Ricciardi is a member of the board of directors and agrees to act as Chairman, the
Company has agreed to cause Mr. Ricciardi to be elected and appointed as the Chairman of the Company’s board of directors. As noted in the Proxy Statement, the designation rights of the selling stockholders described above were heavily
negotiated Transaction terms and were deemed necessary by the selling stockholders to help protect their long-term investment in the Common Shares and the Notes.

Although the selling stockholders may be affiliates of the Company, the Staff has noted in Securities Act Rules Compliance and Disclosure
Interpretation 116.15 that “affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances, affiliates may make offerings that are deemed to be genuine secondaries.” Securities Act
Rules Compliance and Disclosure Interpretation 214.14 (“C&DI 216.14”), regarding the use of Form S-3 to effect a secondary offering, also provides: “Secondary sales by affiliates may be made under General Instruction I.B.3 to Form
S-3, even in cases where the affiliate owns more than 50% of the issuer’s securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter by or on behalf of the issuer.”

The Company believes that these interpretive provisions make clear that the fact that the selling stockholders are affiliates of the Company
and are holders of a relatively large percen

November 18, 2013

Via E -mail
Joseph W. Pooler, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
Institutional Financial Markets, Inc.
2929 Arch Street
Philadelphia,  PA 19104

Re: Institutional Financial Markets, Inc.
  Registration Statement on Form S-3
Filed October 24, 2013
  File No . 333 -191887

Dear Mr. Pooler :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not  believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to t hese comments, we may have additional comments.

General

1. Given the nature and size of the transaction being registered, tell us your basis for
determining that the transaction is appropriately characterized as a transaction that is
eligible to be made on a shelf  basis under Rule 415(a)(1)(i) .  See Securities Act Rules
Compliance and Disclosure Interpretation 612.09  for guidance.

Exhibit 5.1

2. Please have counsel expand the opinion to address the pr eferred stock purchase rights.

3. Please have counsel re vise the opinion to remove the assumption regarding the
reservation of shares.

Joseph W. Pooler, Jr.
Institutional Financial Markets, Inc.
November 18, 2013
Page 2

 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 the information the Securities Act o f 1933 and
all applicable Securities Act rules require.   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.

Notwit hstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delega ted 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.

Please refer to Rules 460 and 461 regarding requests for a cceleration.  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.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Celia Soehner at (202) 551 -3463  or Michael Seaman at (202) 551 -3366
with any questions.

Sincerely,

 /s/ Michael Seaman for

Suzanne Hayes
Assistant Director

October 1 , 2013

Via E -mail
Daniel G. Cohen
Chairman and Chief Executive Officer
Institutional Financial Markets, Inc.
Cira Centre
2929 Arch Street, 17th Floor
Philadelphia, PA  19104

Re: Institutional Financial Markets, Inc .
 Proxy Statement on Schedule 14A
Filed Ju ne 4, 2013
File No. 001 -32026

Dear Mr. Cohen :

We have completed our review of your filing , as of August 7 , 2013 .  We remind you that
our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person u nder the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing include s the information the Securities Exchange Act of 1934 and all  applicable rules
require.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

 INSTITUTIONAL FINANCIAL MARKETS, INC.

2929 Arch Street, 17th Floor

 Philadelphia, PA 19104

 VIA EDGAR

July 25, 2013

 United States Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Ms. Suzanne Hayes

Re:
Institutional Financial Markets, Inc.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed July 5,
2013

 File No. 001-32026

 Dear Ms. Hayes:

 On behalf of Institutional Financial Markets, Inc. (the
“Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 12, 2013 regarding the above-referenced
Revised Preliminary Proxy Statement, which was filed by the Company with the Commission on July 5, 2013. To assist your review of our responses to the comments set forth in the Staff’s letter, we have set forth below in full the comments
contained in the letter, together with our responses. Concurrent with the filing of this letter, the Company is filing a revised preliminary proxy statement via EDGAR. Capitalized terms used, but not defined, herein have the meanings assigned to
such terms in such revised preliminary proxy statement.

 General

1. We note your response to prior comment 2. However, we believe that pro forma information may be required of smaller reporting
companies with respect to transactions other than business acquisitions. Please see Preliminary Note 2 to Article 8 of Regulation S-X and Rule 11-01(a)(8) of Regulation S-X. Please include pro forma information in your next amendment. If you
continue to believe that pro forma information would be immaterial to investors in their evaluation of the proposals, provide us with a materiality analysis supporting your conclusion. See Item 13 of Schedule 14A.

 July 25, 2013

  Page
 2

 Company Response:

 Preliminary Note 2 to Article 8 of Regulation S-X states that smaller reporting companies “may wish to consider” the enhanced guidelines with respect to pro forma financial information set forth
in Article 11 of Regulation S-X. The Company considered including the information set forth in such guidelines and determined not to include such information when the Company filed its revised preliminary proxy statement on July 5, 2013.
However, pursuant to the Staff’s request, we have included pro forma information in the revised preliminary proxy statement.

 2. We note your response to prior comment 4 regarding unbundling of the securities purchase agreement proposals. We do not view these financing proposals as being inextricably linked merely because
they are being pursued in tandem and are aggregated for approval purposes by the listing market. In particular, we note the fact that one of the counterparties is a related person and beneficial owner of your common stock for purposes of
Section 16 and Section 13 of the Securities Exchange Act, that the agreements contain differing governance rights, and that there are separate agreements with each of these parties. Consequently, we believe that proposals 2(i) and 2(ii)
should be unbundled. The application of the unbundling rule does not affect your ability to condition completion of the total financing on shareholder approval of each these agreements.

 Company Response:

 The Company has unbundled the referenced proposals in
the revised preliminary proxy statement such that Proposal One addresses the election of directors, Proposal Two addresses the issuance of shares of common stock to the MP Buyer in connection with the MP Purchase Agreement, Proposal Three addresses
the issuance of shares of common stock to the Cohen Buyer in connection with the Cohen Purchase Agreement, Proposal Four addresses the advisory vote on executive compensation, Proposal Five addresses the advisory vote on frequency of approval of
executive compensation, and Proposal Six addresses the ratification of the appointment of the Company’s independent registered public accounting firm.

 Proposal Two, page 9

 3. Please include in the fourth paragraph of this
section the closing price of your common stock as of the most recent practicable date along with the diluted book value of your shares.

Company Response:

 The
Company has included the requested information in the revised preliminary proxy statement.

 Background of the Transaction, page 10

 4. You disclose that the Initial Term Sheet represented an aggregate investment of approximately $12.6 million by Mead
Park. However, it appears that the figure is approximately $14.3 million, based on the $7 million investment and a $7.3 million public tender offer of 4 million shares at $1.82 per share ($1.40 plus a 30% premium). Please clarify this
inconsistency.

 2

 July 25, 2013

  Page
 3

 Company Response:

 The Company has revised the preliminary proxy statement to correctly reflect that Mead Park’s proposed aggregate investment was approximately $14,280,000.

5. We continue to believe that your disclosure regarding when and why the proposed structure changed from a tender offer to a private
placement is unclear. For example, the December 20, 2012 Initial Term Sheet provided for a tender offer, but on January 16, 2013 the Special Committee and Mead Park agreed that Mr. Cohen could purchase a promissory note and shares of
common stock on substantially the same terms and conditions as Mead Park in order to preserve his ownership interest. In addition, it appears from your disclosure that it was not until April 1, 2013 that the Special Committee determined that it
was in favor of revising the structure to include a private placement. Please revise to clearly indicate when and why the structure changed, including who initiated the change and when it was communicated to the other parties.

Company Response:

 The
Company has updated the revised preliminary proxy statement to highlight the fact that the Initial Term Sheet provided for participation in the potential transaction by the Company’s management, including Mr. Cohen. The Company has also
clarified that, following the January 16, 2013 meeting of the Board of Directors and the informal discussions among Messrs. Cohen, DiMaio, Ricciardi and the Special Committee, Mr. Cohen indicated his interest in participating in the
potential transaction. We have also revised the revised preliminary proxy statement to note that such participation meant that Mr. Cohen would be permitted to purchase convertible promissory notes (as opposed to common stock) such that, on an
as converted basis, his ownership percentage of common stock immediately following the potential transaction would be approximately equal to his ownership percentage immediately prior to the consummation of the potential transaction.

Given the fact that we have clarified that Mr. Cohen’s participation in the potential transaction following the
January 16, 2013 meeting of the Board of Directors and the informal discussions among Messrs. Cohen, DiMaio, Ricciardi and the Special Committee with respect to such participation was limited to the purchase of convertible promissory notes, we
believe that it is now clear that the structure of the Transaction only changed on April 1, 2013, when the Special Committee determined not to structure the Transaction to include a public tender offer.

The Company has revised the revised preliminary proxy statement to include information regarding who initiated the change in the
structure of the Transaction and when it was communicated to the other parties.

 Opinion of Sandler O’Neill, page 30

6. We note your response to prior comment 21. Please confirm that neither Mead Park nor Mr. Cohen were privy to the projections
and growth rates that Sandler O’Neill used in preparing its analyses, or in the alternative, disclose the projections and growth rates.

 3

 July 25, 2013

  Page
 4

 Company Response:

 The Company has included in the revised preliminary proxy statement the projections of net income used by Sandler O’Neill in preparing its analyses, notwithstanding the fact that Mead Park was not
privy to such projections and that Mr. Cohen only became privy to such projections in his capacity as Chairman of the Board of Directors on May 6, 2013, when Sandler O’Neill presented its analyses to the entire Board.

In response to the Staff’s request regarding the growth rates that Sandler O’Neill used in preparing its analyses, the Company
respectfully notes that the bases for the Unaudited Financial Projections were set forth in the Company’s previously filed preliminary proxy statements and are currently set forth in the second paragraph under the heading “Institutional
Financial Markets, Inc. — Discounted Cash Flow Analysis” on page 30 of the revised preliminary proxy statement, and that, as a result of the inclusion of the Unaudited Financial Projections, the derived growth rates in net income are
now apparent.

 *        *        *

The Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the preliminary
proxy statement; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the preliminary proxy statement; and (iii) the Company may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding the foregoing, please feel free to contact me at (215) 701-9555.

Sincerely,

By:

 /s/ Joseph W. Pooler, Jr.

Joseph W. Pooler, Jr.

Executive Vice President, Chief Financial Officer & Treasurer

 4

July 12 , 2013

Via E-mail
Daniel G. Cohen
Chairman  and Chief Executive Officer
Institutional Financial Markets, Inc.
Cira Centre
2929 Arch Street, 17th Floor
Philadelphia, PA  19104

Re: Institutional Financial Markets, Inc .
 Revised Preliminary Proxy Statement on Schedule 14A
Filed July 5, 2013
File No. 001 -32026

Dear Mr. Cohen :

We have reviewed your revised proxy statement  and response letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter by amending your filing  and providing the requested
information.  If you do not believe our comments apply to yo ur facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note your response to prior comment 2.  However, we believe that pro forma
information may be required of smaller reporting companies with respect to transactions
other than business acquisitions.  Please see Preliminary Note 2 to Article 8 of Re gulation
S-X and Rule 11 -01(a)(8) of Regulation S -X.  Please include pro forma information in
your next amendment.  If you continue to believe that pro forma information would be
immaterial to investors in their evaluation of the proposals, provide us with  a materiality
analysis supporting your conclusion.  See Item 13 of Schedule 14A.

2. We note your response to prior comment 4 regarding unbundling of the securities
purchase agreement proposals.   We do not view these financing proposals as being
inextricably  linked merely because they are being pursued in tandem and are aggregated
for approval purposes by the listing market.   In particular, we note the fact that one of the
counterparties is a related person and beneficial owner of your common stock for

Daniel G. Cohen
Institutional Financial Markets, Inc.
July 12, 2013
Page 2

 purpos es of Section 16 and Section 13 of the Securities Exchange Act, that the
agreements contain differing governance rights, and that there are separate agreements
with each of these parties.  Consequently, we believe that proposals 2(i) and 2(ii) should
be un bundled.   The application of the unbundling rule does not affect your ability to
condition completion of the total financing on shareholder approval of each these
agreements.

Proposal Two, page 9

3. Please include in the fourth paragraph of this section the  closing price of your common
stock as of the most recent practicable date along with the diluted book value of your
shares.

Background of the Transaction, page 10

4. You disclose that the Initial Term Sheet represented an aggregate investment of
approximately $12.6 million by Mead Park.  However, it appears that the figure is
approximately $14.3 million, based on the $7 million investment and a $7.3 million
public tender offer of 4 million shares at $1.82 per share ($1.40 plus a 30% premium).
Please clarify this inconsistency.

5. We continue to believe that your disclosure regarding when and why the proposed
structure changed from a tender offer to a private placement is unclear.  For example, the
December 20, 2012 Initial Term Sheet provided for a tender offer, but on January 16,
2013 the Special Committee and Mead Park agreed that Mr. Cohen could purchase a
promissory note and shares of common stock on substantially the same terms and
conditions as Mead Park in order to preserve his ownership inter est.  In addition, it
appears from your disclosure that it was not until April 1, 2013 that the Special
Committee determined that it was in favor of revising the structure to include a private
placement.  Please revise to clearly indicate when and why the structure changed,
including who initiated the change and when it was communicated to the other parties.

Daniel G. Cohen
Institutional Financial Markets, Inc.
July 12, 2013
Page 3

 Opinion of Sandler O’Neill, page 30

6. We note your response to prior comment 21.   Please confirm that neither Mead Park nor
Mr. Cohen were privy to the projections and growth rates that Sandler O’Neill used in
preparing its analyses, or in the alternative, disclose the projections and growth rates.

Please contact  Eric Envall  at (202) 551-3234  or Michael Seaman  at (202) 551 -3366  with
any questions.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 INSTITUTIONAL FINANCIAL MARKETS, INC.

2929 Arch Street, 17th Floor

 Philadelphia, PA 19104

 VIA EDGAR

 July 5, 2013

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

 Attention: Ms. Suzanne Hayes

Re:
Institutional Financial Markets, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed June 4, 2013

 File No. 001-32026

 Dear Ms. Hayes:

 On behalf of Institutional Financial Markets, Inc. (the
“Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 26, 2013 regarding the above-referenced
Preliminary Proxy Statement, which was filed by the Company with the Commission on June 4, 2013. To assist your review of our responses to the comments set forth in the Staff’s letter, we have set forth below in full the comments contained
in the letter, together with our responses. Concurrent with the filing of this letter, the Company is filing a revised preliminary proxy statement via EDGAR. Capitalized terms used, but not defined, herein have the meanings assigned to such terms in
the revised preliminary proxy statement.

 General

1.
Please revise to clearly mark the proxy statement as preliminary. See Exchange Act Rule 14a-6(e)(1).

Company Response:

 The Company has
revised the preliminary proxy statement to indicate that it is a “preliminary” copy.

 July 5, 2013

  Page
 2

2.
Please include pro forma financial information that shows the effects of the transactions or tell us why you believe such information is not required.

 Company Response:

 The Company does not believe that pro forma financial information is required to be included in its preliminary proxy statement because it believes that part (1) of Item 13(a) is applicable only
in connection with the acquisition of business and is therefore inapplicable to the Company (as it is not engaging in any such transaction).

Part (1) of Item 13(a), in relevant part, reads:

 “[The Company must furnish financial] statements meeting the requirements of Regulation S-X, including financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to
transactions other than pursuant to which action is to be taken as described in this proxy statement (A smaller reporting company may provide the information in Rules 8-04 and 8-05 of Regulation S-X (§§ 210.8-04 and 210.8-05 of this
chapter) in lieu of the financial information required by Rule 3-05 and Article 11 of Regulation S-X).”

 Because the Company is a smaller
reporting company, the Company may, as set forth above, provide information in Rules 8-04 and 8-05 of Regulation S-X in lieu of providing the financial information required by Rule 3-05 and Article 11 of Regulation S-X.

Rule 8-05 of Regulation S-X requires the furnishing of pro forma information if financial statements of a business acquired or to be acquired are
presented. The MP Buyer and the Cohen Buyer are seeking to make a cash investment in the Company for securities of the Company. No business is being acquired in connection with the transaction set forth in the proxy statement. Accordingly, the
Company is not required to provide pro forma information in the proxy statement.

 We note that Article 11 of Regulation S-X is significantly
broader than Rule 8-05 and requires that a company provide pro forma information in various situations that are in addition to those where a business is being acquired. The Company therefore believes that the Commission deliberately determined that,
in the context of transactions other than acquisitions of businesses, the production of pro forma financial information is not required of smaller reporting companies under Rule 8-05.

 Lastly, the Company believes that, because the economic terms regarding the transaction are clearly disclosed in the preliminary proxy statement and we include our financial statements in the preliminary
proxy statement, the utility of providing pro forma financial information would be immaterial to stockholders in their evaluation of the proposals set forth in the preliminary proxy statement.

 2

 July 5, 2013

  Page
 3

 Other
Information to Review Before Voting, page 3

3.
Since information contained in your Form 10-K is incorporated by reference, delete the statements here and on page 69 that the 10-K does not constitute part of the
proxy statement.

 Company Response:

 The Company has revised the preliminary proxy statement to remove the statements that the Form 10-K does not constitute part of the proxy statement.

Proposal Two- Approval of the Issuance of Shares of Common Stock in Connection with the Securities Purchase Agreements, page 9

4.
Please provide us with your analysis regarding whether the issuances of common stock in connection with the Securities Purchase Agreements constitute separate
matters under Rule 14a-4(a)(3). Your response should address the fact that Cohen Bros. Financial, LLC is a related person.

Company Response:

 The Company has
considered Rule 14a-4(a)(3) under the Securities Exchange Act of 1934, as amended, and guidance issued by the Staff with respect thereto and respectfully submits that Proposal Two does not contain “separate matters” required to be
presented in separate proposals.

 Rule 14a-4(a)(3) requires that the form of proxy “[s]hall identify clearly and impartially each
separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the registrant or by security holders.” The purpose of Rule 14a-4(a)(3), as expressed in Exchange Act
Release No. 31326 (October 16, 1992), is to permit stockholders to communicate their views on each of the matters put to a vote, and to not be compelled to approve parts of packaged matters they might not approve if presented independently.

 The Company believes that the unbundling requirements of Rule 14a-4(a)(3) are inapplicable to the Company because the elements of the
Issuance are inextricably linked components of one unitary matter: the raising of additional capital pursuant to a single financing transaction.

 In addition, as we disclosed in the “Background of the Transaction” section of Proposal Two of the preliminary proxy statement, the NYSE MKT views the transaction contemplated by the Securities
Purchase Agreements as representing a single financing transaction for purposes of the NYSE MKT rules. This fact was confirmed by the NYSE MKT’s staff via email on April 26, 2013.

 Section 713(a) of the NYSE MKT Company Guide requires stockholder approval to list additional shares that are issued in connection with a transaction involving the sale, issuance or potential
issuance by an issuer of common stock (or securities convertible into common stock) representing 20% or more of such issuer’s presently outstanding stock for less than the greater of book or market value of the stock. Indeed, if the transaction
was treated as consisting of separate

 3

 July 5, 2013

  Page
 4

matters, then the Company would not be required to seek stockholder approval for the issuance of Common Stock to the Cohen Buyer because such issuance would not represent an issuance of 20% or
more of the Company’s presently outstanding stock.1
Thus, if each of the issuance to Mead Park and the issuance to the Cohen Buyer were treated as separate matters, then the Company would be entitled to omit this portion of the Issuance from the preliminary proxy statement, as it would not be
required to seek stockholder approval with regard to this matter.

 We note that, in contrast to the NYSE and Nasdaq, the NYSE MKT rules do not
require stockholder approval in connection with the issuance of common stock (or of securities convertible into or exercisable for common stock) to related parties. Consequently, Section 713(a) of the NYSE MKT Company Guide constitutes the sole
requirement with respect to the Company’s obligation to obtain stockholder approval of the transaction.

 Finally, the Company believes
that unbundling Proposal Two and presenting the components of the Issuance as separate proposals would potentially confuse stockholders by suggesting that it is possible for one portion of the Issuance to be implemented without implementing the
others, irrespective of whether disclosure states that each proposal would be conditioned on the approval of the others.

 Based on the above,
the Company believes that the individual components of Proposal Two cannot be considered or viewed in isolation, and the Company respectfully submits that stockholders should instead consider the Proposal in its entirety.

5.
We note that certain agreements the Company entered into in connection with the transactions contemplated by the Securities Purchase Agreements are not described in
the proxy statement. Please revise to discuss those matters.

 Company Response:

The Company has revised the preliminary proxy statement to describe the remaining agreements the Company entered into in connection with the transaction
contemplated by the Securities Purchase Agreements: the Preferred Stock Exchange Agreement, the LLC Agreement Amendment, and the Section 382 Rights Agreement.

 Background of the Transaction, page 9

6.
Please describe in greater detail throughout this section the purposes of the transactions generally and the reasons why the structure, price and other terms changed
during the course of the negotiations. With respect to the structure, for example:

•

 Discuss when and why the proposed structure changed from a public tender offer to a sale of common stock by the Company.

1
Pursuant to the Issuance, the Company is proposing to issue to the Cohen Buyer 800,000 newly issued shares of Common Stock and up to 1,189,104 shares of Common Stock,
representing the Cohen Common Shares and the Cohen Conversion Shares, respectively. Based on the 12,237,104 shares issued and outstanding as of the record date, the issuance of the Cohen Common Shares and the Cohen Conversion Shares to the Cohen
Buyer would represent approximately 16.25% of the Company’s presently outstanding Common Stock.

 4

 July 5, 2013

  Page
 5

•

 Explain why participation in the transactions was limited to Mr. Cohen.

Company Response:

 The Company has
revised the “Background of the Transaction” section of the preliminary proxy statement to describe in greater detail the purposes of the transaction generally and, to the extent the Company’s officers and/or directors know, the
reasons why the structure, price and other terms changed during the course of the negotiations. Such revisions include a description of when and why the proposed structure changed from a public tender offer to a sale of Common Stock by the Company
and why participation in the transaction was limited to Mr. Cohen.

7.
Identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about February 29, 2012 and which representatives of the Company and Mead Park met to
discuss a potential transaction on March 13, 2012. Generally in this section, please describe all material issues discussed during the course of the negotiations and identify the parties involved.

Company Response:

 The Company has
revised the preliminary proxy statement to identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about February 29, 2012, and which representatives of the Company and Mead Park met to discuss a potential transaction on
March 13, 2012. The Company has also revised the “Background of the Transaction” section to describe more particularly the material issues discussed during the course of the negotiations and identify the parties involved.

8.
Describe any relationship or material contacts the Company had with Mr. Ricciardi since August 2011 when he ceased serving as its President.

 Company Response:

 The Company has revised the “Interest of Certain Persons in Matters to Be Acted Upon” section of the preliminary proxy statement to reflect that, other than communications in connection with
Mr. Ricciardi’s forfeiture of certain shares of common stock in October 2011, communications in the ordinary course with Mr. Ricciardi in his capacity as a stockholder of the Company, communications between the Company’s
subsidiaries and Mead Park and its affiliates in the ordinary course of their respective businesses, and the communications and relationships described in the “Background of the Transaction” section of the preliminary proxy statement, the
Company has not had any relationship or material contact with Mr. Ricciardi since his departure from the Company in August 2011.

9.
Describe the possible transactional structures discussed at the March 13, 2012 and March 27, 2012 meetings.

Company Response:

 The Company has
revised the preliminary proxy statement to describe in more detail the matters that were discussed at the March 13, 2012 and March 27, 2012 meetings.

 5

 July 5, 2013

  Page
 6

10.
Describe the financial parameters of the potential transaction discussed at the October 25, 2012 meeting.

Company Response:

 The Company has
revised the preliminary proxy statement to provide the financial parameters of the potential transaction discussed at the October 25, 2012 meeting.

11.
Provide more details regarding Mr. Cohen’s role. For example:

•

 Identify who initiated the discussions regarding Mr. Cohen’s participation in the transactions (including his purchase, new
employment agreement and related matters), when these discussions occurred and who participated.

•

 Describe Mr. Cohen’s participation in any negotiations with Mead Park both prior to and after formation of the Special Committee.

•

 Indicate, and identify if applicable, whether Mr. Cohen obtained independent counsel and/or financial advisors as part of his
negotiations.

 Company Response:

 The Company has revised the preliminary proxy statement to provide more details regarding Mr. Cohen’s role in the transaction. Such revisions include the identification of who initiated the
discussions regarding Mr. Cohen’s participation in the transaction, when these discussions occurred and who participated, a description of Mr. Cohen’s participation in any negotiations with Mead Park both prior to and after
formation of the Special Committee, and a statement indicating that Mr. Cohen did not obtain independent counsel and/or financial advisors with respect to his participation in the transaction.

12.
Describe the independent directors’ “stated goals” discussed at the March 13, 2013 Special Committee meeting. Also, describe in detail the
“extensive discussions” between Mead Park and the Special Committee following the meeting.

 Company
Response:

 The Company has revised the preliminary proxy statement to include a description of the independent directors’ stated goals
discussed at the March 13, 2013 Special Committee meeting and a more detailed description of the discussions between Mead Park and the Special Committee following the meeting.

 6

 July 5, 2013

  Page
 7

13.
Revise the description of the March 22, 2013 meeting to describe in greater detail the new Mead Park terms and indicate why the Special Committee was
disinclined to accept them.

 Company Response:

 The Company has revised the description of the March 22, 2013 meeting to describe in greater detail the new Mead Park terms and indicate why the Special Committee was disinclined to accept them.

14.
Disclose the terms of the Mead Park proposal made at the April 1, 2013 meeting.

 Company Response:

 While Mead Park did not participate in the April 1, 2013 meeting,
the Company has revised the preliminary proxy statement to disclose the terms of the Mead Park proposal discussed at the April 1, 2013 meeting.

15.
Disclose who raised the possibility of a rights offering and why the Special Committee did not want to pursue one.

Company Response:

 The Com

June 2 6, 2013

Via E-mail
Daniel G. Cohen
Chairman  and Chief Executive Officer
Institutional Financial Markets, Inc.
Cira Centre
2929 Arch Street, 17th Floor
Philadelphia, PA  19104

Re: Institutional Financial Markets, Inc .
 Preliminary Proxy Statement on Schedule 14A
Filed June 4, 2013
File No. 001 -32026

Dear Mr. Cohen :

 We have limited our review of your filing to those issues we have addre ssed in the following
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amending your filing  and providing the requested
information.  If you do not believe our comments apply to your fa cts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please revise to clearly mark the proxy statement as preliminary. See Exchange Act Rule
14a-6(e)(1).

2. Please include  pro forma financial information that shows the effects of the transactions
or tell us why you believe su ch information is not required.

Other Information to Review Before Voting, page 3

3. Since information contained in your Form 10 -K is incorporated by reference, delete the
statements here and on page 69 that the 10 -K does not constitute part of the proxy
statement.

Daniel G. Cohen
Institutional Financial Markets, Inc.
June 26, 2013
Page 2

 Proposal Two - Approval of the Issuance of Shares of Common Stock in Connection with the
Securities Purchase Agreements, page 9

4. Please provide us with your analysis regarding whether the issuances of common stock in
connection with the Securities Purchase Agreements constitute s eparate matters under
Rule 14a -4(a)(3).  Your response should address the fact that Cohen Bros. Financial, LL C
is a related person.

5. We note that certain agreements the Company entered into in connection with the
transactions contemplated by the Securities  Purchase Agreements are not described in the
proxy statement.  Please revise to discuss those matters.

Background of the Transaction, page 9

6. Please d escribe in greater detail throughout this section the purposes of the transactions
generally and the rea sons why the structure, price and other terms changed during the
course of the negotiations.  With respect to the structure, for example:

 Discuss when and why the proposed structure changed from a public tender offer to a
sale of common stock by the Compa ny.

 Explain why participation in the transactions was limited to Mr. Cohen.

7. Identify who at the Company Messrs. DiMaio and Ricciardi contacted on or about
February 29, 2012 and which representatives of the Company and Mead Park met to
discuss a potential  transaction on March 13, 2012.   Generally in this section, please
describe all material issues discussed during the course of the negotiations an d identify
the parties involved.

8. Describe any relationship or material contacts  the Company had with Mr. Ricciardi since
August 2011 when he ceased serving as its President.

9. Describe  the possible transactional structures discussed at the March 13, 2012 and March
27, 2012 meetings.

10. Describe the fin ancial parameters of the potential transaction discussed at the October 25,
2012 meeting.

11. Provide  more details regarding Mr. Cohen’s role.   For example:

 Identify who initiated the discussions regarding Mr. Cohen’s participation in the
transactions (including his purchase, new employment agreement and related
matters), when these discussions occurred and who participated.

Daniel G. Cohen
Institutional Financial Markets, Inc.
June 26, 2013
Page 3

  Describe Mr. Cohen’s participation in any negotiations with Mead Park both prior to
and after formation of the Special Committee.

 Indicate, and identify if applicable, whether Mr. Cohen obtained independent counsel
and/or financial advisors as part of his negotiations.

12. Descr ibe the indepe ndent directors’ “stated goals” discussed at the March 13, 2013
Special Committee meeting.  Also, describe in detail the “extensive discussions” between
Mead Park and the Special C ommittee following the meeting.

13. Revise the description of the  March 22, 2013 meeting to describe in greater detail the
new Mead Park terms and indicate why the Special Committee was disinclined to accept
them.

14. Disclose the terms of the Mead Park proposal made at the April 1, 2013 meeting.

15. Disclose who raised the p ossibility of a rights offering and why the Special Committee
did not want to pursue one.

16. Describe the “certain negotiated changes” noted  in the first paragraph on page 15.

Summary of the Transaction Documents, page 15

17. You may not qualify this section b y reference to the transactional documents or
incorporate them by reference.  Please revise.

Description of the Securities Purchase Agreement, page 15

18. We note the disclosur e on the bottom of page 16 that the procee ds are to be used fo r
general corporate purposes.  Please indicate whether there are any intentions  to use the
proceeds to retire certain of the Company’s 10.50% contingent convertible senior notes
due 2027 referred to on page 10 .

Description of the Voting Agreements, page 18

19. Please identify t he parties to the voting agreements and disclose the amount and type of
voting securities held by each.

Description of the Amended and Restated Cohen Employment Agreement, page 18

20. Please revise to describe the material terms of the new employment agreement in plain
English.  Also describe how the agreement differs from Mr. Cohen’s prior arrangements.

Daniel G. Cohen
Institutional Financial Markets, Inc.
June 26, 2013
Page 4

 Opinion of Sandler O’Neill, page 20

21. Please disclose  the projections and growth rates provided by senior management that
Sandler O’Neill used in preparing its analyses.

22. Please provide a more detailed description of the analyses performed by Sandler O’Neill.
For example:

 Describe the valuation methods use d.

 Disclose how discount rates were estimated and disclose the significance of the
13.38% discount rate used in the NPV and Pro Forma NPV analyses.

 Disclose support for the multiples, terminal growth rate and net working capital used
in the NPV and Pro F orma NPV analyses.

 Disclose whether the share price estimates are inclusive of the potential dilutive
effects of the convertible notes.

Interest of Certain Persons in Matters to Be Acted Upon, page 30

23. Please describe the interests in the transactions of  each person identified by Item 5 of
Schedule 14A.  In addition:

 Briefly describe Mr. Cohen’s new employment agreement.

 Address the purchase price versus the market value and book value of the common
stock.

 Address the anti -dilution benefits of participating in the transactions.

 Disclose the “certain thresholds,” “certain circumstances” and “specified threshold”
you currently refer to.

Incorporation by Reference, page 66

24. Please include the information required by Item 13 of Schedule 14A for th e quarterly
period ended March 31, 2013.

Annex A -1 and A -2

25. Please include the disclosure schedules and exhibits .

Daniel G. Cohen
Institutional Financial Markets, Inc.
June 26, 2013
Page 5

 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  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person u nder the federal securities laws of the United
States.

Please contact  Eric Envall  at (202) 551-3234  or Michael Seaman  at (202) 551 -3366  with
any questions.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director

March 23, 2012
 Via E-mail

Daniel G. Cohen Chairman of the Board and Chief Executive Officer Institutional Financial Markets, Inc. Cira Centre 2929 Arch Street, 17
th Floor
Philadelphia, PA 19104
Re: Institutional Financial Markets, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 4, 2011 File No. 001-32026

Dear Mr. Cohen:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

SEC response letter

 INSTITUTIONAL FINANCIAL MARKETS, INC.

2929 Arch Street, 17th Floor

 Philadelphia, PA 19104

 March 8, 2012

United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

 Attention: Ms. Suzanne Hayes

Re:
Institutional Financial Markets, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2010

 Filed
March 4, 2011

 Response dated January 27, 2012

File No. 001-32026

Dear Ms. Hayes:

 On
behalf of Institutional Financial Markets, Inc. (the “Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter
dated February 24, 2012 regarding the report listed above filed by the Company with the Commission.

 Set forth below are
your comments followed by the Company’s responses.

 Form 10-K for Fiscal Year Ended December 31, 2010

1.
We note that counsel for Institutional Financial Markets, Inc. rather than Institutional Financial Markets, Inc. itself provided the written statement acknowledging
that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;
and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In responding to these comments, please have Institutional Financial
Markets, Inc. and not its counsel provide the requested written acknowledgement.

 March 8, 2012

  Page
 2

 Company Response: The Company acknowledges, on page 3 of this letter, the matters set forth in
this comment.

 Item 11. Executive Compensation

 Definitive Proxy Statement on Schedule 14A filed on April 26, 2011

 Compensation of
Executive Officers, page 16

2.
We note your response to prior comment five and continue to believe that additional information is warranted. Please expand the description of the performance
targets to compare them to the prior year’s actual adjusted pre-tax income and adjusted revenue. For example, were the targets higher than the prior year’s adjusted pre-tax income and adjusted revenue or were the targets comparable to or
lower than the prior year’s actual results?

 Company Response: The Company will include in the Company’s
proxy statement to be filed with the Commission by April 30, 2012 the disclosure set forth below which compares the performance targets with respect to incentive compensation for fiscal 2011 to the actual results in fiscal 2010. Please note
that the performance targets with respect to fiscal 2011 were not the same as in fiscal 2010.

 At the beginning of 2011, the
Compensation Committee established performance targets for 2011 incentive plan compensation for each of the executive officers at such time based on (a) total revenues (weighted at 25%), and (b) net income (weighted at 75%). The base line
amount of each performance target was set by the Compensation Committee at 100% of the actual results in fiscal 2010; the minimum amount of each performance target was set at 70% of the actual results in fiscal 2010; and the maximum amount of each
performance target was set at 150% of the actual results in fiscal 2010. The Company achieved at least 70% of the total revenues performance target but did not achieve at least 70% of the net income performance target. Although such named executive
officers were eligible to receive incentive plan compensation based on achievement of the minimum total revenues performance target, the Compensation Committee in its discretion decided not to award any incentive plan compensation to Mr. Cohen
with respect to the Company’s fiscal 2011 performance. The Compensation Committee in its discretion increased Mr. Pooler’s cash incentive compensation from the amount determined in accordance with the formula previously established
based upon Mr. Pooler’s individual accomplishments in fiscal 2011. The amount of the cash incentive compensation paid to Mr. Pooler based upon the previously established formula is reflected under “Non-Equity Incentive Plan
Compensation” in the Summary Compensation Table. The amount of the discretionary increase in the cash incentive compensation paid to Mr. Pooler is reflected under “Bonus” in the Summary Compensation Table. The Compensation
Committee also made an award of restricted stock, which is reflected under “Stock Awards” in the Summary Compensation Table, to

 March 8, 2012

  Page
 3

Mr. Pooler based upon the achievement by the Company of the minimum total revenues target.

 *            *            *

The Company hereby acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any actions with respect to the
filing; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions regarding the foregoing, please feel free to contact me at
(215) 701-9555 or our counsel, Darrick M. Mix of Duane Morris LLP, at (215) 979-1206.

Sincerely,

Institutional Financial Markets, Inc.

By:

     /s/ Joseph W. Pooler, Jr.

Joseph W. Pooler, Jr.,

Executive Vice President, Chief

Financial Officer and Treasurer

cc:

Rachael Fink, Esq.

Douglas Listman

Darrick M. Mix, Esq.

January 6, 2012
 Via E-mail

Daniel G. Cohen Chairman of the Board and Chief Executive Officer Institutional Financial Markets, Inc. Cira Centre 2929 Arch Street, 17
th Floor
Philadelphia, PA 19104
Re: Institutional Financial Markets, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 4, 2011 Response dated January 27, 2012 File No. 001-32026

Dear Mr. Cohen:
 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 1. We note that counsel for Institutional Financ ial Markets, Inc. rather than Institutional
Financial Markets, Inc. itself provided  the written statement acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Daniel G. Cohen Institutional Financial Markets, Inc. February 24, 2012 Page 2

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
In responding to these comments, please have  Institutional Financia l Markets, Inc. and
not its counsel provide the reque sted written acknowledgement.
Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A filed on April 26, 2011
Compensation of Executive Officers, page 16
 2. We note your response to prior comment five and continue to believe that additional
information is warranted.  Please expand the description of the pe rformance targets to
compare them to the prior year’s actual adju sted pre-tax income and adjusted revenue.
For example, were the targets higher than th e prior year’s adjusted pre-tax income and
adjusted revenue or were the targets comparab le to or lower than the prior year’s actual
results?
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
             In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Eric Envall at (202) 551- 3234 or me at (202) 551-3675 with any other
questions.
Sincerely,
  /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

SEC Correspondence

 www.duanemorris.com

 January 27, 2012

 VIA EDGAR

 United States Securities and Exchange

Commission

 100 F Street, N.E.

Washington, DC 20549

 Attention: Ms. Suzanne
Hayes

Re:    Institutional Financial Markets, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 4, 2011

 Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Filed November 9, 2011

 File
No. 001-32026

 FIRM and AFFILIATE OFFICES

 NEW YORK

 LONDON

 SINGAPORE

 PHILADELPHIA

 CHICAGO

 WASHINGTON, DC

 SAN FRANCISCO

 SAN DIEGO

 BOSTON

 HOUSTON

 LOS ANGELES

 HANOI

 HO CHI MINH CITY

 ATLANTA

 BALTIMORE

 WILMINGTON

 MIAMI

 PITTSBURGH

 NEWARK

 LAS VEGAS

 CHERRY HILL

 BOCA RATON

 LAKE TAHOE

 MEXICO CITY

 ALLIANCE WITH

 MIRANDA & ESTAVILLO

 Dear Ms. Hayes:

 On behalf of Institutional Financial Markets, Inc. (the “Company”, or “IFMI”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in your letter dated January 6, 2012 regarding the reports listed above filed by the Company with the Commission.

 Set forth below are your comments followed by the Company’s responses.

 Form 10-K for
Fiscal Year Ended December 31, 2010

 Item 1. Business

 Permanent Capital Vehicles, page 9

1.
Please identify the other party in your Star Asia Management joint venture and tell us why you believe you are not required to file the joint venture agreement as an
exhibit to your filing.

 Company Response: The other party in the Star Asia Management joint venture is Star Asia
Mercury LLC (formerly, Mercury Partners, LLC). This fact is disclosed on page F-16 of the Form 10-K under the heading Star Asia Management, LTD (“Star Asia Manager”) and Star Asia Finance, Limited (“Star Asia”). In future
filings, the Company will add the name of the other

DUANE MORRIS LLP

30 SOUTH 17TH STREET     PHILADELPHIA, PA 19103-4196

PHONE: +1 215 979 1000     FAX: +1 215 979 1020

 January 27, 2012

  Page
 2

 party to the Star Asia Management joint venture to the disclosure regarding the Star Asia Manager in
Item 1 of the Annual Report on Form 10-K.

 The Company does not believe that it is required to file the joint venture agreement as an
exhibit to its filing because (1) the Company considers the agreement to be in the ordinary course of its business, and (2) the Company believes the joint venture agreement is not material. With respect to the agreement being in the
ordinary course of business, the Company notes that the agreement merely represents an investment in Star Asia Manager and that the Company has a number of principal and equity method investments carried on its balance sheet. In addition, Star Asia
Manager performs asset management services for Star Asia. The Company performs asset management services in the ordinary course of its business. With respect to materiality, the Company notes that it received approximately $975,000 in cash from Star
Asia Manager in fiscal year 2010, or approximately 0.8% of its total revenues in the year ended December 31, 2010, and that its investment in Star Asia Manager as of December 31, 2010 had a carrying value of approximately $200,000, or
approximately 0.07% of its total assets as of such date. Thus, the Company believes that the Star Asia Manager joint venture does not have a material impact on the Company’s results of operations, financial condition, or cash flows and,
accordingly, the Company has not filed the joint venture agreement with the Commission.

 Item 8. Financial Statements and
Supplementary Data

 Note 10 – Fair Value Disclosures, page F-37

 U.S. Government Agency Mortgage-Backed Securities and Collateralized Mortgage Obligations, page F-41

2.
We note in valuing your securities such as U.S. government agency mortgage-backed securities and collateralized mortgage obligations as well as your investment in
Star Asia as discussed on page F42 you may utilize an internal valuation model to determine the respective fair value. Please expand your disclosure in future filings to describe the type of valuation models used and assumptions made when
determining the fair value of Star Asia and the U.S. government agency mortgage-backed securities and collateralized mortgage obligations securities.

 Company Response: In accordance with the Staff’s comment, the Company will expand its disclosure in future filings to describe the type of valuation models used and assumptions made when
determining the fair value of Star Asia, U.S. government agency mortgage-backed securities, collateralized mortgage obligation securities, and other securities where the Company may utilize an internal valuation model.

The exact disclosure in future filings will be dependent upon the securities the Company owns, and whether or not internal valuation models are used for
such securities. The Company has not yet completed its 2011 financial close and valuation work. However, the Company provides the following illustrative expanded disclosure, assuming the same securities are held at December 31, 2011:

 January 27, 2012

  Page
 3

 Proposed Disclosure for Star Asia

 Star Asia accounts for itself as an investment company as described in ASC 946 Financial Services – Investment Companies. As an investment company, Star Asia carries its assets at fair value
and reports NAV per share to its investors. However, Star Asia issued subordinated debt securities in 2009 at a significant discount to par. Upon issuance, Star Asia did not elect the fair value option for these liabilities and was not required to
do so under ASC 946. Over time, it is the Company’s assessment that the fair value of the subordinated debt securities has diverged from its carrying value. Because Star Asia’s published NAV is calculated using the amortized cost of these
subordinated debt securities, the Company has concluded it would be appropriate to adjust Star Asia’s reported NAV to recalculate it as if Star Asia’s subordinated debt were recorded at fair value as opposed to its historical amortized
cost. The Company estimates the fair value of Star Asia’s subordinated debt securities by projecting the remaining debt cash outflows and discounting them at an estimated market rate as of the reporting date, for similar non-investment grade
long term subordinated debt issuances.

 The Company used discount rates of 10.35% and [—] as
of December 31, 2010 and December 31, 2011 respectively in determining the fair value of Star Asia’s subordinated debt securities. If the Company had used Star Asia’s unadjusted NAV, rather than the Company’s financial model
described above in determining the fair value of the Company’s investment in Star Asia, the Company would have recorded its investment in Star Asia at a value of $44,756 and [—] as of
December 31, 2010 and December 31, 2011, respectively, as compared to the fair value as determined by the Company’s internal valuation model of $38,025, and [—] as of December 31,
2010 and December 31, 2011, respectively.

 Proposed Disclosure for U.S. Government Agency Mortgage-Backed Securities and
Collateralized Mortgage Obligations

 The fair values of U.S. Government Agency and Mortgage Backed Securities and Collateralized
Mortgage Obligations which are classified as level 3 are determined primarily using discounted cash flow and OAS (option adjusted spread) methodologies. Key inputs to these models are interest rates and prepayment rates. Attributes of the
underlying mortgage loans, in the case of collateralized mortgage obligations, that affect the pricing inputs include, but are not limited to, weighted average coupon; average and maximum loan size; loan-to-value ratios; credit scores; documentation
type; geographic location; weighted average loan age; originator; servicer; and historical prepayment. Yield curves used in the discounted cash flow models are based on observed market prices for comparable securities and published interest rate
data to estimate market yields.

 January 27, 2012

  Page
 4

 Note 27 – Commitments and Contingencies, page F-77

Legal and Regulatory Proceedings, page F-77

3.
You have disclosed that management believes that none of its routine legal proceedings will have a material adverse effect on the company’s financial condition.
Please expand your disclosure in future filings to discuss the effect of such proceedings on the company’s operations and cash flows.

 Company Response: In accordance with the Staff’s comment, the Company will expand its disclosure in future filings to discuss the effect of legal proceedings on the Company’s operations
and cash flows. The actual disclosure in future filings will depend on the then current status of legal proceedings against the Company as well as management’s assessment at that time. The Company has not completed its assessment of outstanding
legal matters as of December 31, 2011. However, based on information available to management at the time of issuance of the Form 10-K for the period ended December 31, 2010, the Company would have expanded its disclosure as follows to
address the Staff’s comment:

 Management believes that the results of these routine legal proceedings and regulatory
matters will not have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these
routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense these legal fees and expenses
as incurred.

4.
In addition, ASC Subtopic 450-20 requires you to establish accruals for litigation and other contingencies when it is probable that a loss has been incurred and the
amount of the loss can be reasonably estimated. When a loss is not both probable and estimable, an accrual is not recorded, but disclosure of the contingency is required to be made when there is at least a reasonable possibility that a loss or an
additional loss has been incurred. To the extent that you are unable to assert that the effect of such proceedings are not material to your results of operations and cash flows, please revise your future filings to disclose an estimate of the
possible loss or range of loss in excess of amounts accrued or to state that such an estimate cannot be made.

 Company
Response: As previously stated, the Company has not completed its assessment of outstanding legal matters and other contingencies as of December 31, 2011. However, in accordance with your comment, to the extent that the Company is not able
to assert that the effect of litigation and other contingencies are not material to its results of operations and cash flows, the Company will expand future filings (beginning with the Form 10-K for the period

 January 27, 2012

  Page
 5

ended December 31, 2011) to disclose an estimate of the possible loss or range of loss in excess of amounts accrued or will state that such an estimate cannot be made.

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A filed on April 26, 2011

 Compensation of Executive Officers, page 16

5.
Please expand the footnote disclosure to provide the following additional information:

•

 A general description of the formula or criteria to be applied in determining the amounts paid pursuant to any non-equity incentive plans;
and

•

 The factors that the Compensation Committee considered when determining to pay out the awards 60% in cash and 40% in equity.

 Please refer to Item 402(o) of Regulation S-K for additional information.

Company Response: The Company believes that the disclosure set forth in the paragraph following the footnotes to the Summary Compensation Table
addresses the requirement set forth in Item 402(o)(5) to disclose “a general description of the formula or criteria to be applied in determining the amounts payable” pursuant to any non-equity incentive plans. Specifically, the
Company noted in such paragraph that “the Compensation Committee established performance targets for each of the named executive officers based on (a) adjusted pre-tax income, and (b) adjusted revenue.” The foregoing statement
discloses the criteria pursuant to which the non-equity incentive plan awards were determined.

 The Company believes that the Staff’s
request that the Company disclose the factors that the Compensation Committee considered when determining to pay out the awards 60% in cash and 40% in equity is not required by Item 402(o). In this regard, the Company does not believe that
disclosure of the Compensation Committee’s reasoning is a material factor necessary to an understanding of the fact that 60% was paid in cash and 40% was paid in equity, which the Company believes constitutes the relevant data reflected in the
Summary Compensation Table. The Company respectfully notes that none of the examples set forth in Item 402(o) specifically refer to factors that the Compensation Committee considered when determining to pay out the awards in cash and in equity.
In addition, none of the examples set forth in Item 402(o) generally refer to the reasoning of a Board or a Compensation Committee in coming to any determination which might be reflected in the Summary Compensation Table. While the Company
acknowledges that such disclosures are common in the Compensation Discussion and Analysis of larger companies, the Company believes that if the Commission had determined that such information constituted material factors necessary to an
understanding of the information disclosed in the Summary Compensation Table, the Commission would have included them in the examples in Item 402(o), particularly since the Commission included, in Item 402(b)(2)(ii) of Regulation S-K
(applicable to the Compensation Discussion and Analysis of larger companies), a requirement to disclose the “policies for allocating between cash and non-cash compensation.”

 January 27, 2012

  Page
 6

 Form 10-Q for the Fiscal Quarter Ended September 30, 2011

Note 4 – Acquisitions, page 13

PrinceRidge, page 13

6.
We note you entered an agreement with PrinceRidge Partners LLC in which you contributed $45 million, comprised of cash, amounts payable, and all of the equity
ownership interests in Cohen & Company Capital Markets, LLC, in exchange for a 70% interest in each of the PrinceRidge Entities. You determined that the purchase price of this acquisition was $18.5 million, which represents the fair value
of the redeemable non-controlling interest of PrinceRidge. Explain to us how you concluded that the value of the PrinceRidge’s equity interests was a more reliably measurable in determining the purchase price than the fair values of the assets
transferred and the equity interests issued by the company. Tell us whether you have an estimation of the value of the equity ownerships interest in Cohen & Company Capital Markets, LLC. If you have such values, tell us the amount of such
values and tell us how the valuation of the acquisition using the value of Cohen & Company Capital Markets, LLC as a basis for the purchase price compares to the purchase price used based on the fair value of the redeemable non-controlling
interests of PrinceRidge.

 Company Response:

 Please note that all amounts in this response are in thousands except for percentages. In a traditional acquisition accounted for under the purchase method, the acquirer transfers consideration to the
owners of the acquiree in exchange for the controlling ownership interest in the acquiree. In such a transaction, the actual consideration goes to the owners of the target and not the target entity itself.

However, in this case, IFMI contributed net assets of $45,000, comprised of cash, amounts receivable, and all of the equity ownership interest in
Coh

CORRESP
1
filename1.htm

Correspondence

 Institutional Financial Markets, Inc.

2929 Arch Street, 17th Floor

 Philadelphia, PA 19104

 January 19, 2012

VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Attention:
Ms. Suzanne Hayes

Re:

 Institutional Financial Markets, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2010

 Filed March 4,
2011

 Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Filed November 9, 2011

 File No. 001-32026

 Ladies and Gentlemen:

 Institutional Financial Markets, Inc. (the “Company”) is continuing to review the comments contained in your January 6, 2012 letter with respect to the above-captioned filings, which
requested a response from the Company within ten business days. We respectfully request an extension of time in which to respond to those comments.

 The Company continues to evaluate the Staff’s comments. In addition, as with the referenced Form 10-K, the Company intends to file its Form 10-K with respect to the year ended December 31, 2011
in early March of this year, and our finance team has been focused on preparing such Form 10-K.

 For the foregoing reasons, we
request that the date by which a response is to be submitted be extended by one week to Friday, January 27, 2012. If further information or clarification with respect to this request is desired, please contact the undersigned at
(215) 701-9654.

Sincerely,

/s/ Joseph W. Pooler, Jr.

 Executive Vice President,

Chief Financial Officer and Treasurer

cc:
Darrick M. Mix, Esq.

January 6, 2012
 Via E-mail

Daniel G. Cohen Chairman of the Board and Chief Executive Officer Institutional Financial Markets, Inc. Cira Centre 2929 Arch Street, 17
th Floor
Philadelphia, PA 19104
Re: Institutional Financial Markets, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 9, 2011 File No. 001-32026

Dear Mr. Cohen:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclo sures. If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments .
            Form 10-K for Fiscal Year Ended December 31, 2010

Item 1.  Business
Permanent Capital Vehicles, page 9
 1. Please identify the other party in your Star Asia Management joint venture and tell us
why you believe you are not required to file th e joint venture agreement as an exhibit to
your filing.

Daniel G. Cohen
Institutional Financial Markets, Inc. January 6, 2012 Page 2

Item 8.  Financial Statements and Supplementary Data

Note 10 – Fair Value Disclosures, page F-37
U.S. Government Agency Mortgage-Backed Securi ties and Collateralized Mortgage Obligations,
page F-41
 2. We note in valuing your securities such as  U.S. government agency mortgage-backed
securities and collateralized mo rtgage obligations as well as your investment in Star Asia
as discussed on page F42 you may utilize an internal valuation m odel to determine the
respective fair value.  Please expand your disclosure in future filings to describe the type
of valuation models used and assumptions made  when determining the fair value of Star
Asia and the U.S. government agency mort gage-backed securitie s and collateralized
mortgage obligations securities.
 Note 27 – Commitments and Contingencies, page F-77

Legal and Regulatory Proceedings, page F-77
 3. You have disclosed that management believes that none of its routine legal proceedings
will have a material adverse effect on the company’s financial condition.  Please expand
your disclosure in future filings to discu ss the effect of such proceedings on the
company’s operations and cash flows.

4. In addition, ASC Subtopic 450- 20 requires you to establish a ccruals for litigation and
other contingencies when it is probable that a loss has been incurred and the amount of
the loss can be reasonably estimated. When a loss is not both proba ble and estimable, an
accrual is not recorded, but disclosure of th e contingency is required to be made when
there is at least a reasonable possibility that a loss or an additional loss has been incurred.
To the extent that you are unable to assert th at the effect of such proceedings are not
material to your results of operations and cas h flows, please revise your future filings to
disclose an estimate of the possible loss or ra nge of loss in excess of  amounts accrued or
to state that such an estimate cannot be made.
 Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A filed on April 26, 2011
Compensation of Executive Officers, page 16

5. Please expand the footnote disclosure to prov ide the following additional information:
 A general description of the formula or cr iteria to be applied in determining the
amounts paid pursuant to any non- equity incentive plans; and
 the factors that the Compensation Committee considered when determining to pay
out the awards 60% in cash and 40% in equity.
Please refer to Item 402(o) of Regul ation S-K for additional information.

Daniel G. Cohen
Institutional Financial Markets, Inc. January 6, 2012 Page 3
 Form 10-Q for the Fiscal Qu arter Ended September 30, 2011

Note 4 – Acquisitions, page 13
PrinceRidge, page 13
 6. We note you entered an agreement with PrinceRidge Partners LLC in which you
contributed $45 million, comprised of cash, am ounts payable, and all of the equity
ownership interests in Cohen & Company Cap ital Markets, LLC, in exchange for a 70%
interest in each of the PrinceRidge Entities.   You determined that the purchase price of
this acquisition was $18.5 million, which represents the fair value of the redeemable non-controlling interest of PrinceRi dge.   Explain to us how you concluded that the value of
the PrinceRidge’s equity interests was a more  reliably measurable in determining the
purchase price than the fair values of the asse ts transferred and the equity interests issued
by the company.  Tell us whether you have an  estimation of the value of the equity
ownerships interest in Cohen & Company Capital Markets, LLC.  If you have such
values, tell us the amount of such values a nd tell us how the valuation of the acquisition
using the value of Cohen & Company Capital Markets, LLC as a basis for the purchase
price compares to the purchase price used ba sed on the fair value of the redeemable non-
controlling interests of PrinceRidge.
Note 15 – Debt, page 42

7. On page 43, we note that you commenced an offer to exchange all of the company’s
outstanding 7.625% Contingent Conve rtible Senior Notes (Old No tes) for a new series of
10.50% Contingent Convertible Senior Notes (New  Notes).  Please tell us, and disclose in
future filings, the conversion features of th e New Notes. In addition, explain to us how
you have analyzed the guidance in ASC 815 in evaluating whether the conversion
features of the New Notes are embedded deriva tives that should be separated from the
debt host and accounted for in accordance with  ASC 815. In addition, please tell us how
you analyzed ASC 470-50 in determining wh ether the terms between the New Notes
were substantially different from the Old Notes.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Daniel G. Cohen
Institutional Financial Markets, Inc. January 6, 2012 Page 4
  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Yolanda Tr otter at (202) 551-3472 or Kevin Vaughn at (202) 551-3494
if you have questions regarding comments on the financial statements and related matters.
Please contact Eric Envall at (202) 551-3234 or me at (202) 551-3675 with any other questions.

Sincerely,
  /s/ Suzanne Hayes  Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

SEC Correspondence

 [ALESCO FINANCIAL INC. LETTERHEAD]

 October 29, 2009

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Tom Kluck, Mail Stop 3010

Re:
Request for Acceleration of Effectiveness of

Registration Statement on Form S-4 (Registration No. 333-159661) of

Alesco Financial Inc., a Maryland corporation (the “Company”)

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the effective time of the above-referenced Registration Statement be accelerated so that the Registration Statement becomes effective on Monday,
November 2, 2009, at 11:00 a.m., Eastern Time, or as soon thereafter as practicable.

 In connection with making this
request, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (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.

Very truly yours,

Alesco Financial Inc.

By:

/s/ JOHN J. LONGINO

John J. Longino

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010          October 16, 2009  John J. Longino, Chief Financial Officer Alesco Financial Inc. Cira Centre 2929 Arch Street, 17th Floor Philadelphia, PA 19104
 Re: Alesco Financial Inc.
Amendment No. 2 to Regist ration Statement on
Form S-4  File No. 333-159661
  Filed September 30, 2009

Dear Mr. Longino:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revi se 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 deta iled 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.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Cover Page

1. Your cover page is dense and appears to include more information than is
required by Item 501 of Regul ation S-K.  Also some of the information is
repeated in the summary.  Please revi se and reorganize your cover page to
highlight the information that is key to your shareholders’ investment decisions.
Please remove the information that is not required by Item 501 of Regulation S-K
or is not key to an investment decision off the cover page of the prospectus.

Mr. John J. Longino
Alesco Financial Inc.
October 16, 2009
Page 2

Unaudited Comparative Per Share Data, page 33

2. We note your response to comment 5 of  our letter dated September 21, 2009.
Please additionally revise to include e quivalent pro forma per share data for
Cohen, as required by Item 3(f) of Form S-4.
 Opinion of AFN’s Financial Advisor, page 94

3. We note your response to comment 12 of our letter dated September 21, 2009 and
the revised disclosure on page 98.  The prior comment requested a discussion of
the important assumptions used in this section and the bases for such figures.
Please revise your disclosure accordingly.
 Results of Operations – AFN

 For the Six-Month Period Ended June 30, 2009, page 181

4. On page 182, we note the disclosure that  related party management compensation
was $6.9 million the six months ended June 30, 2009.  We further note that the company only incurred $0.2 million in base and incentive management fees.  Please revise to clarify the makeup of  the compensation that makes up the
difference between related party mana gement compensation and base and
incentive management fees.
 Overcollateralization and Other Cr edit Enhancement Tests, page 193

5. In this subsection, please re vise to match up your disc losure with the table on
page 147 so that investors can place the disclosure into context.
 MBS, page 193

6. We note the disclosure here  that the Kleros Real Es tate I, II and IV have
experienced events of default and that the controlling class de bt holders of those
CDOs have not exercised thei r right to liquidate.  Pleas e revise to discuss how a
liquidation would affect AFN.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
of Cohn Brothers, LLC, page 221
 Equity Based Compensation, page 226

7. We note your response to our prior comme nt 16.  If you relied on a third party
expert for the valuations, you may need to revise to name the expert and include
the consent of the independe nt valuation firm as an exhibit to the registration

Mr. John J. Longino
Alesco Financial Inc.
October 16, 2009
Page 3

statement.  Please refer to Securities  Act Rule 436 and Question 141.02 of the
Compliance and Disclosure Interpretations on Securities Act S ections, which can
be found at http://www.sec.gov/divisions/cor pfin/guidance/sasinterp.htm .  Please
revise or advise.

Consolidated Statements of Cash Flows for the Six-Month Period Ended June 30, 2009,
page F-51
 8. We note your response to our prior comme nt 21.  Please expand your disclosure
in your footnotes to specifically state your accounting policy for your real estate
owned including your classification as held for sale.  Also disclose your accounting policy for classifica tion of proceeds from sales of real estate owned in
your statements of cash flows.
 Cohen Brothers, LLC Financial Statements

 7. Goodwill, page F-118

 9. We note your response to our prior comment  23.  You state that Cohen does not
consider Strategos as an operating segm ent because the chief operating decision
maker primarily reviews financial in formation and makes decisions about
resource allocation at the asset manageme nt level.  Specifically, we note that you
use the term “primarily”; please furthe r explain the information reviewed by the
chief operating decision maker.  Tell us whether the operating results of Strategos are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to Stra tegos and assess its performance.  In
addition, if Strategos were considered an operating segment, please tell us
whether there are components of Strategos  that would be considered reporting
units under paragraph 30 of SFAS No. 142.

* * * * *
 As appropriate, please amend your regist ration 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 cove r 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 understa nd 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 info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. John J. Longino
Alesco Financial Inc.
October 16, 2009
Page 4

 Notwithstanding our comments, in the ev ent 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 fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 th e fact that those reque sting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

 Any questions regarding the accounting co mments may be directed to Jonathan
Wiggins at (202) 551-3694 or Jessica Barber ich, Assistant Chief Accountant, at (202)
551-3782.  Questions on other disclosure issues may be directed to Duc Dang at (202) 551-3386 or the undersigne d at (202) 551-3233.
 Sincerely,    Thomas Kluck
 Branch Chief
cc:  Darrick M. Mix, Esq.  Duane Morris LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 4561
         May 19, 2009
Mr. James J. McEntee, III Chief Executive Officer and President   Alesco Financial, Inc. Cira Centre 2929 Arch Street  17
th Floor
Philadelphia, PA  19104

Re: Alesco Financial, Inc.
  Form 10-K for the year ended December 31, 2008
  Filed 03/05/09   File No. 001-32026

Dear Mr. McEntee:
We have completed our review of your Fo rm 10-K and do not, at this time, have
any further comments.

       S i n c e r e l y ,
   Linda van Doorn Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 May 5, 2009

 VIA
EDGAR

 Linda van Doorn

 Senior Assistant Chief
Accountant

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Alesco Financial Inc. (the “Company”)

 Form 10-K for the year ended December 31, 2008

 File No. 001-32026

 Dear Ms. Van Doorn:

 We are transmitting for filing the Company’s
response to the comment of the staff of the Division of Corporation Finance (the “Staff”) contained in your letter, dated April 23, 2009, to Mr. James J. McEntee, III of the Company. For convenience of reference, the
Staff’s comment contained in your letter is reprinted below in italics and is followed by the response of the Company.

 Form 10-K for the year
ended December 31, 2008

 Item 1 – Business, page 12

1.
We note your disclosure of summarized information regarding your investments in your target asset classes that are financed through securitization vehicles that are included in
your consolidated financial statements. Specifically, we note that you present a column titled ‘Our Initial Equity Investment.’ We also note that you presented a similar column on page 15 in your 2007 Form 10-K; however, it was
titled ‘Our Maximum Exposure to Loss.’ Please clarify for us the purpose for the change in the title of the column. Please also reconcile any differences in the amounts disclosed in these columns in your explanation.

 The summarized information discloses the Company’s significant sources of exposure to the CDO and CLO entities
included within its consolidated financial statements. The equity investment that the Company has made in each of these CDOs and CLOs is the Company’s only direct source of exposure to these consolidated variable interest entities
(“VIEs”). Our intentions for both the 2007 and 2008 Form 10-Ks were to disclose the amount of capital we had invested in the VIEs, and therefore our maximum exposure to loss. In preparing the 2008 10-K, we determined that the caption
‘Our Initial Equity Investment’ more clearly described our exposure to losses from our involvement in the listed VIEs. The initial equity investment represents the cost of the Company’s entire investment in each of these CDOs
and CLOs.

 In the second paragraph preceding the summarized information included in the 2008 Form 10-K, the Company states “Our maximum
exposure to loss as a result of our involvement with each VIE

 Securities and Exchange Commission

 May 5, 2009

  Page
 2

is the $460.9 million of capital that we have invested in warehouse first-loss deposits and the preference shares or debt of the CDO, CLO or other types of
securitization structures.” The Company believes that the combination of the statement above and the disclosures included within the summarized information appropriately discloses the Company’s maximum exposure to loss as a result of its
involvement with the VIEs, including how the maximum exposure was determined and the significant sources of the Company’s exposure to these VIEs.

 The amounts disclosed in the column in the 2008 Form 10-K include the following changes to the amounts disclosed in the 2007 Form 10-K: (1) Alesco Preferred Funding X, Ltd. amount was corrected from $38.6 million
in the 2007 Form 10-K to $35.0 million in the 2008 Form 10-K to appropriately disclose the cost of our equity investment, which is our maximum exposure to loss from this investment, rather than the par value of the investment; and (2) Kleros
Real Estate III, Ltd. amount of $30 million was removed from the 2008 disclosure as a result of the liquidation of the CDO entity in 2008.

 *    *    *    *

 We acknowledge as follows:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filing;

•

 the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Securities and Exchange Commission (the
“Commission”) from taking any action with respect to the Company’s filings; and

•

 the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We trust that we have been responsive to the Staff’s comment. Should you require additional information, or if
you have any questions about the contents of this letter, please do not hesitate to contact me at (215) 701-9687.

Sincerely,

 /s/ John J. Longino

 John J. Longino

cc:
Kathleen L. Werner—Clifford Chance US LLP

 William J.
Kane—Ernst & Young LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 4561
         April 23, 2009
Mr. James J. McEntee, III Chief Executive Officer and President   Alesco Financial, Inc. Cira Centre 2929 Arch Street  17
th Floor
Philadelphia, PA  19104

Re: Alesco Financial, Inc.
  Form 10-K for the year ended December 31, 2008
  Filed 03/05/09   File No. 001-32026

Dear Mr. McEntee:
We have limited our review of your filing to the issue we have addressed in our
comment.  Please be as detailed as necessary in your response. In our comment, we 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 re view 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.

Form 10-K for the year ended December 31, 2008

Item 1 – Business, page 12

1. We note your disclosure of summarized information regarding your investments
in your target asset classes that are fina nced through securiti zation vehicles that
are included in your consolidated financia l statements.  Specifically, we note that
you present a column titled ‘Our Initial E quity Investment.’  We also note that
you presented a similar column on page 15 in your 2007 Form 10-K; however, it was titled ‘Our Maximum Exposure to Loss. ’  Please clarify for us the purpose for

Mr. James J. McEntee, III
Alesco Financial, Inc.
April 23, 2009 Page 2
the change in the title of the column.  Pl ease also reconcile any differences in the
amounts disclosed in these columns in your explanation.

*****

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please understa nd that we may have additional comments
after reviewing your response to our comment.

 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filing.
You may contact Jessica Ba rberich, Assistant Chief Accountant, at (202) 551-
3782 or me at (202) 551-3498 if you have ques tions regarding comments on the financial
statements and related matters.             S i n c e r e l y ,
Linda van Doorn  Senior Assistant Chief Accountant

Mr. James J. McEntee, III
Alesco Financial, Inc. April 23, 2009 Page 3

Mail Stop 4561
         A p r i l  3 ,  2 0 0 9
Mr. James J. McEntee, III Chief Executive Officer and President   Alesco Financial, Inc. Cira Centre 2929 Arch Street  17
th Floor
Philadelphia, PA  19104

Re: Alesco Financial, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed 03/12/08   Definitive Proxy Statement   Filed 04/29/08    Form 10-Q for the quart er ended September 30, 2008
  Filed 11/05/08
File No. 001-32026
 Dear Mr. McEntee:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,
   Linda van Doorn Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 Alesco Financial Inc.

 2929 Arch Street - 17th Floor

 Philadelphia, PA 19104

 March 18, 2009

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

Washington, DC 20549

Attention:
Linda Van Doorn

 Senior Assistant Chief Accountant

Re:
Alesco Financial Inc. - File No. 001-32026

 Dear Ms. Van
Doorn:

 Further to the telephone discussion between Jessica Barberich of the staff of the Commission and our outside counsel, Kathleen Werner of Clifford
Chance US LLP, on March 12, 2009, we are providing a supplemental response to comment number 5 contained in your comment letter dated February 17, 2009. This letter supplements our response letter dated March 2, 2009.

Note 8: Stock-Based Compensation, page F-29

 5. We note your response to comment 8; you state that the restricted share awards do not have disincentives for nonperformance other than forfeiture of the award by the counterparty and therefore, you measure
the fair value of the award when the performance is completed by the counterparty. We note that footnote 3 of EITF 96-18 states that a performance commitment is a commitment under which performance by the counterparty to earn the equity
instruments is probable because of sufficiently large disincentives for nonperformance, and that the disincentives must result from the relationship between the issuer and the counterparty. Please further tell us how you considered the relationship
between you and the counterparty, certain officers and key employees of Cohen, outside of the restricted stock award arrangements when determining whether performance was probable due to large disincentives for nonperformance. It appears that you
have other arrangements (i.e., a management agreement) with the counterparty that may be impacted by nonperformance. Please explain.

 Response:

 Alesco
Financial Inc. (“we” or “Alesco”) determined that the appropriate accounting for our restricted share awards is to measure their fair value when performance is completed. We made this determination because the only penalty for
nonperformance to the individual recipients of the awards is forfeiture of the awards. The only performance required of an individual recipient in order to earn the equity instrument is to continue to provide services to Alesco. While there is a
relationship between Alesco and its manager, Cohen & Company, outside the context of the individual restricted stock awards, there is no penalty to an individual recipient of an Alesco stock award which would necessarily arise out of the
relationship between Cohen and Alesco if the services of that individual are terminated.

 As the staff points out, footnote 3 of EITF 96-18
defines a performance commitment as a “commitment under which performance by the counterparty to earn the equity instrument is probable because of sufficiently large disincentives for nonperformance.” (Emphasis added.) In the
present case, the counterparty is an individual recipient of an Alesco share award and the performance to earn the equity instrument is the recipient’s continued service to Alesco.

 Footnote 3 of EITF 96-18 goes on to say that “The disincentives must result from the relationship between the issuer and the counterparty.” In the present case, the direct relationship between
Alesco and the individual counterparties is their service relationship or the status of the individuals as officers of Alesco. In addition, Alesco has a relationship with Cohen & Company which is embodied in the management agreement.
Cohen & Company employs each of the individual counterparties. In no case would the mere termination of service of an individual counterparty result in a termination of, or other penalty under, the management agreement. In fact, the
management agreement may be terminated by Cohen & Company without penalty to it or any of the individual equity award recipients. The management agreement may be terminated by Alesco under the following circumstances:

(i)
a vote by two-thirds of the independent directors of Alesco or the holders of a majority of Alesco’s common stockholders not to renew the management agreement because
(a) there has been unsatisfactory performance by the manager that is materially detrimental to Alesco, or (b) the compensation payable to the manager is unfair and the manager and the independent trustees cannot agree upon a reduced
compensation amount; and

(ii)
for “Cause,” which is defined as (a) a material breach of the agreement which continues unremedied for 30 days after written notice, (b) fraud,
misappropriation of funds, or embezzlement, (c) gross negligence, willful misconduct or reckless disregard of the manager’s duties, (d) a change of control of Cohen & Company occurs or (e) bankruptcy events affecting the
manager.

 In the case of a termination pursuant to clause (i) above, Alesco is required to pay Cohen a termination fee, whereas no
termination fee is payable upon a termination for Cause.

 - 2 -

 An individual equity recipient would fail to “perform” the terms of the equity award if he or she
voluntarily ceases to provide services to Alesco or quits employment from Cohen & Company, is fired or dies or becomes disabled. As stated above, none of those events leads to any consequence other than potential forfeiture of the award. In
addition to an award recipient’s nonperformance, there would have to be other circumstances which would give Alesco the right to terminate the management agreement. The only potential set of circumstances that could give rise to both a
termination of employment of an individual equity recipient and a termination of the management agreement would be circumstances that amount to either “unsatisfactory performance by the manager that is materially detrimental to Alesco” or
“Cause,” as defined under the management agreement.” In all of the examples contained in the EITF where a performance commitment and a sufficiently large disincentive were found to have existed, the relationship between the
counterparty’s performance and the penalty were much more direct and concrete than the present case. In the EITF examples, a manufacturer will be subject to a large monetary penalty if he does not finish constructing a satellite on time;
a lawyer will be subject to damages if he quits a case; and a freelancer will be subject to monetary damages if he quits a project. In the case of the Alesco awards, if an equity recipient’s services are terminated, Alesco may or
may not also have the right to terminate the management agreement—it would depend upon other circumstances surrounding the termination and would undoubtedly be the subject of negotiation and potentially litigation between Alesco and the
manager. In no case would any individual or Cohen & Company have to pay any monetary penalty to Alesco upon the termination of the management agreement. Moreover, unlike in the EITF examples, there is not necessarily an identity of
interests between the individual whose services are terminated and Cohen & Company, which is the recipient of the compensation paid under the management agreement.

 We believe that the Alesco equity awards do not contain performance commitments within the meaning of EITF 96-18 because the only probable consequence to the individual counterparties of nonperformance under the
awards is their forfeiture. While there may be circumstances under which both an individual counterparty could be forced to forfeit his or her award and the management agreement would be terminable by Alesco, those circumstances would not result in
a penalty to the individual or to Cohen & Company that constitutes a disincentive to nonperformance within the standards of EITF 96-18. For these reasons, we determined that the appropriate accounting treatment is to measure the fair value
of the awards at the completion of performance.

 * * * * *

 We trust that we have been responsive to your comments. In addition, we acknowledge as follows:

•

 we are responsible for the adequacy and accuracy of the disclosure in its filing;

•

 the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Securities and Exchange Commission from taking any
action with respect to our filings; and

 - 3 -

•

 we may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If you have any further questions, please do not hesitate to contact me at (215) 701-9687.

 Very truly yours,

 /s/ John Longino

 John Longino

 Chief Financial Officer

cc:

Jessica Barberich

Kathleen L. Werner

 - 4 -

CORRESP
1
filename1.htm

SEC Response Letter

 March 2, 2009

 VIA EDGAR

 Linda Van Doorn

 Senior
Assistant Chief Accountant

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Alesco Financial Inc.

 Form 10-K for the
year ended December 31, 2007

 Definitive Proxy Statement on Schedule 14A filed on April 29, 2008

 Form 10-Q for the quarter ended September 30, 2008

 File No. 001-32026

 Dear Ms. Van Doorn:

 On behalf of our client, Alesco Financial Inc. (the “Company”), we are transmitting for filing the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in
your letter, dated February 17, 2009, to Mr. James J. McEntee, III of the Company. For convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph
numbers assigned in your letter, and is followed by the corresponding response of the Company.

 Form 10-K for the year ended December 31, 2007

 Item 9A Controls and Procedures, page 89

1.
We note your response to comment 2; however we are reissuing our comment in part since you did not confirm whether management’s assessment of the effectiveness or your
internal controls over financial reporting was that they were effective or ineffective. Please note that you stated that your internal controls over financial reporting were “operating effectively” rather than that they were
“effective.” Please clarify.

 Response:

 The Company confirms that its management concluded that the Company’s internal controls over financial reporting were effective at December 31,
2007.

 Consolidated Statements of Income (Loss), Page F-4

2.
We note your response to comment 3; you state that in future filings you will remove the subtotal titled “Income before interest and other income, minority interest and
taxes” and present the amounts under a heading titled “Non-operating Income and Expenses.” Since presenting non-operating income and expenses is not consistent with Article 9 of Regulation S-X, we do not believe it is
appropriate to label the amounts as such.

 Securities and Exchange Commission

 March 2, 2009

  Page
 2

 Response:

 In future filings, the Company will remove this subtotal and present the amounts under a heading titled “Other Income and Expenses.”

 Note 2: Summary of Significant Accounting Policies, page F-9

3.
We have read your response to comment 5. Please clarify how you considered the guidance in SFAS 5 as it relates to the costs that you may incur from your obligation to reacquire
loans from the securitization which is accounted for as a financing. Such costs may include any missed interest payments, any premium paid by the investor for the loan, and any amounts paid to the investor for the remaining principal balance that
are above the fair value of the loan.

 Response:

 Pursuant to paragraph 8 of SFAS 5, the Company concluded that it was not probable that any liabilities had been incurred in connection with the potential
obligation to repurchase securitized mortgages. Prior to the transaction, the Depositor of the securitization trust performed detailed due diligence procedures over the individual loans that were to be included in the securitization trust. The
purpose of the due diligence procedures was to ensure that all loans included in the securitization trust were in compliance with all securitization trust eligibility criteria. Any loans that were not in compliance with the securitization
trust’s eligibility criteria were not included within the final population of securitized loans. Based on the results of the due diligence process, and the Company’s assessment at each reporting period, the Company determined that it was
not probable that the Company would be required to repurchase loans in the future and therefore, no liability was recorded in the Company’s financial statements. We note that as of the date of this letter that the Company has not incurred such
costs and have not been required to repurchase loans from the securitization trust.

 Note 4: Loans, page F-19

4.
We note your response to comment 6; in future filings please explicitly state, if true, that you have the intent and ability to hold your loan investments for the foreseeable
future or until expected payoff/maturity and expand your disclosure to discuss your reasons for this conclusion.

 Response:

 In future filings, for all loans held for investment the Company will explicitly disclose its intent and
ability to hold its loan investments for the foreseeable future or until expected payoff/maturity. The Company will expand its disclosure to include the reasons for any such conclusion.

 Securities and Exchange Commission

 March 2, 2009

  Page
 3

 Note 8: Stock-Based Compensation, page F-29

5.
We note your response to comment 8; you state that the restricted share awards do not have disincentives for nonperformance other than forfeiture of the award by the
counterparty and therefore, you measure the fair value of the award when the performance is completed by the counterparty. We note that footnote 3 of EITF 96-18 states that a performance commitment is a commitment under which performance by
the counterparty to earn the equity instruments is probable because of sufficiently large disincentives for nonperformance, and that the disincentives must result from the relationship between the issuer and the counterparty. Please further tell us
how you considered the relationship between you and the counterparty, certain officers and key employees of Cohen, outside of the restricted stock award arrangements when determining whether performance was probable due to large disincentives for
nonperformance. It appears that you have other arrangements (i.e. a management agreement) with the counterparty that may be impacted by nonperformance. Please explain.

 Response:

 The Company has
reviewed each of its contractual arrangements with Cohen, including the external management contract and collateral management contracts of the Company’s consolidated CDO entities, and has determined that no sufficiently large disincentives for
nonperformance exist. The restricted share agreements and the other contractual arrangements mentioned above do not require Cohen to pay any significant penalties to the Company in the event of nonperformance.

 * * * *

 We trust that we have been responsive to the
Staff’s comments. Should you require additional information, or if you have any questions about the contents of this letter, please do not hesitate to contact me at (212) 878-8526.

 Sincerely,

 /s/ Kathleen L. Werner

Kathleen L. Werner

cc:
James J. McEntee, III—Alesco Financial Inc.

 William
J. Kane—Ernst & Young LLP

Mail Stop 4561
            February 17, 2009
Mr. James J. McEntee, III  Chief Executive Officer and President  Alesco Financial, Inc.  Cira Centre  2929 Arch Street  17th Floor  Philadelphia, PA 19104

Re: Alesco Financial, Inc.
Form 10-K for the year ended December 31, 2007
Filed 03/12/08
Definitive Proxy Statement
Filed 04/29/08  Form 10-Q for the quarter ended September 30, 2008
Filed 11/05/08  File No. 001-32026

Dear Mr. McEntee:

We have read your supplemental respons e letter dated January 21, 2009 and have
the following comments.  In our comments, we ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Form 10-K for the year ended December 31, 2007

Item 9A. Controls and Procedures, page 89
1. We note your response to comment 2; however we are reissuing our comment in
part since you did not confirm whether management’s assessment of the effectiveness of your internal controls ove r financial reporting wa s that they were
effective or ineffective.  Please note th at you stated that your internal controls
over financial reporting were “operating eff ectively” rather than that they were
“effective.”  Please clarify.

Mr. James J. McEntee, III
Alesco Financial, Inc.
February 17, 2009 Page 2  Consolidated Statements of Income (Loss), page F-4

2. We note your response to comment 3; you state that in future filings you will
remove the subtotal titled “Income befo re interest and other income, minority
interest and taxes” and present the amounts under a heading titled “Non-operating
Income and Expenses.”  Since presenti ng non-operating income and expenses is
not consistent with Article 9 of Re gulation S-X, we do not believe it is
appropriate to label the amounts as such.

Note 2: Summary of Significant Accounting Policies, page F-9
3. We have read your response to comment 5.  Please clarify how you considered
the guidance in SFAS 5 as it relates to the costs that you may incur from your
obligation to reacquire loans from the s ecuritization which is accounted for as a
financing.  Such costs may include any missed interest payments, any premium
paid by the investor for the loan, and a ny amounts paid to the investor for the
remaining principal balance that are above the fair value of the loan.

Note 4: Loans, page F-19
4. We note your response to comment 6; in fu ture filings please e xplicitly state, if
true, that you have the inte nt and ability to hold your  loan investments for the
foreseeable future or until expected payoff/ maturity and expand your disclosure to
discuss your reasons for this conclusion.
  Note 8: Stock-Based Compensation, page F-29

5. We note your response to comment 8; you stat e that the restricted share awards do
not have disincentives for nonperformance other than forfeiture of the award by
the counterparty and therefore, you measure the fair value of the award when the
performance is completed by the counterparty.  We note that footnote 3 of EITF 96-18 states that a performance comm itment is a commitment under which
performance by the counterparty to earn  the equity instruments is probable
because of sufficiently large disincentives for nonperformance, and that the disincentives must result from the re lationship between th e issuer and the
counterparty.  Please further tell us ho w you considered the relationship between
you and the counterparty, certain officers and key employees of Cohen, outside of the restricted stock award arrangements  when determining whether performance
was probable due to large disincentives for nonperformance.  It appears that you
have other arrangements (i.e. a management  agreement) with the counterparty that
may be impacted by nonperformance.  Please explain.

*****

Mr. James J. McEntee, III
Alesco Financial, Inc.  February 17, 2009 Page 3
Please respond to these comments within  10 business days by filing your response
letter on EDGAR or tell us when you will prov ide us with a response.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.
 You may contact Jessica Barb erich, Staff Accountant, at  (202) 551-3782 or me at
(202) 551-3498 if you have questions regard ing comments on the financial statements
and related matters. Please contact Stacie Gorman, Staff A ttorney, at (202) 551-3585 or
Duc Dang, Staff Attorney, at (202 ) 551-3386 with any other questions.
            Sincerely,
    Linda Van Doorn      Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Alesco Financial Inc.

 January 21, 2009

 VIA EDGAR

 Linda van Doorn

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

 Re:

 Alesco Financial Inc.

 Form 10-K for the year ended December 31, 2007

 Definitive Proxy Statement on
Schedule 14A filed on April 29, 2008

 Form 10-Q for the quarter ended September 30, 2008

 File No. 001-32026

 Dear Ms. van Doorn:

 On behalf of our client, Alesco Financial Inc. (the “Company”), we are transmitting for filing
the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in your letter, dated December 31, 2008, to Mr. James J. McEntee, III of the Company. For convenience
of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

 Form 10-K for the year ended December 31, 2007

 Item 1 – Business, page 11

 1.

 You disclose that your manager performs certain legal, accounting, due diligence tasks, and other services that outside professionals or outside consultants
otherwise would perform and that your manager is not paid or reimbursed for the time required to perform such tasks. Please quantify the amount of these services and tell us if the value of these services is recorded in your financial statements.
Please refer to SAB Topics 1(B) and 5(T).

 Response:

 Cohen Brothers, LLC (“Cohen”) is the sole shareholder of Cohen & Company Management, LLC, the Company’s manager.
At the time the Company was formed in 2006, Cohen already was operating a significant asset management business. Cohen had in-house personnel capable of providing some of the types of services that a new company might otherwise obtain from outside
professionals, including legal, accounting and asset due diligence services. As part of the negotiations of the management agreement, the parties agreed that Cohen would make its in-house personnel available to the Company as part of the management
services to be provided under the management agreement in consideration of the base management fee payable under the management agreement. Accordingly, the Company is not required to separately reimburse

 Securities and Exchange Commission

 January 21, 2009

  Page
 2

 Cohen for those services. In future filings, the Company will clarify that such services are part of the services being provided to the Company in consideration of the management fees.

 For the year ended December 31, 2007, the Company incurred $5.9 million of base management fees and $0.4 million of incentive
management fees under the management agreement. However, the Company was not required to pay these fees to its manager because they were more than offset by the $15.5 million of CDO management fees incurred by the Company’s consolidated CDO
entities, which are also managed by Cohen. The Company’s management agreement with its manager provides that the base and incentive management fees payable thereunder will be offset by fees paid to Cohen by the CDO issuers in which the Company
invests in order to ensure that Cohen and its affiliates are not paid twice for managing the Company’s assets.

 Item 9A -
Controls and Procedures, page 89

 2.

 Please clarify whether management’s assessment of the effectiveness of your internal control over financial reporting was that they are effective and if
so, confirm that you will include a clear statement in the future as to whether or not the internal controls are effective or ineffective.

 Response:

 The Company confirms that its management
concluded that the Company’s internal controls over financial reporting were operating effectively at December 31, 2007. In future filings, the Company will include a clear statement as to whether or not the internal controls over
financial reporting are effective or ineffective.

 Consolidated Statements of Income (Loss), page F-4

 3.

 We note that you present a subtotal titled “Income before interest and other income, minority interest and taxes” on the face of your statements of
income. In future filings please remove this subtotal and present all operating expenses together.

 Response:

 The captions presented below the subtotal titled “Income before interest and other
income, minority interest and taxes” are comprised of non-operating amounts that are described in paragraphs 210.5-03(b)7 and 210.5-03(b)9 of Regulation S-X. In future filings, the Company will remove this subtotal and present the amounts under
a heading titled “Non-operating Income and Expenses.”

 Consolidated Statements of Stockholders’ Equity (Deficit), page
F-6

 4.

 You disclose that you purchased minority interest preference shares in 2007 which resulted in a debit to APIC in an amount of $4.7 million. Please provide us
with details of this transaction, how you accounted for it, and the accounting guidance that you relied upon to determine the appropriate accounting treatment.

 Response:

 During the three-months ending December 31, 2007, the Company purchased a net $4.7 million of additional TruPS CDO preference shares of entities in which the Company already held a

 Securities and Exchange Commission

 January 21, 2009

  Page
 3

majority of the preference shares. The Company acquired these additional shares in open market transactions from unrelated third parties. The Company
consolidated the CDO entities in accordance with Financial Accounting Standard Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”) both before and after giving effect to
the purchases of the additional preference shares. The Company accounts for preference shares of consolidated CDOs held by third parties as minority interests. The Company accounted for the purchases as capital stock transactions in accordance with
Emerging Issues Task Force Issue No. 86-32, “Early Extinguishment of a Subsidiary’s Mandatorily Redeemable Preferred Stock” (“EITF 86-32”).

 The Discussion section of EITF 86-32 states:

 “The Task Force
reached a consensus that the enterprise’s acquisition of a subsidiary’s mandatorily redeemable preferred stock should be accounted for as a capital stock transaction. Accordingly, the consolidated entity would not recognize in its income
statement any gain or loss from the acquisition of the subsidiary’s preferred stock.”

 The consensus in EITF
86-32 was partially nullified by Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). However, the Status
section of EITF 86-32 further states:

 “If the stock contains a redemption feature but is not considered a
mandatorily redeemable financial instrument under Statement 150, the consensus in this Issue still applies.”

 The
CDO preference shares which the Company purchased are redeemable only upon the liquidation of the CDO entity; therefore, the Company has concluded that in accordance with SFAS 150, CDO preference shares are not a mandatorily redeemable financial
instrument. Since the CDO preference shares are not a mandatorily redeemable financial instrument, the Company recorded the purchases as a capital stock transaction in accordance with EITF 86-32. The carrying value of the minority interests acquired
was zero at the time of acquisition and therefore, the Company recorded the transaction price paid as an adjustment to stockholders’ equity.

 Note 2: Summary of Significant Accounting Policies, page F-9

 5.

 We note that on page 39 you discuss your obligation to reacquire loans under certain circumstances. Please tell us what consideration you gave to disclosing
your accounting policies related to this obligation for transfers accounted for both as sales and financings under SFAS 140.

 Response:

 During the three-months ended June 30, 2007, the Company
completed its only residential mortgage loan securitization. In connection with the securitization transaction, the Company purchased all of the $65.2 million of subordinated notes and residual interests (i.e., first risk loss position) included
within the securitization entity’s capital structure. As a result of the Company’s continuing involvement with the approximately $1.1 billion of transferred residential mortgage loans, the Company did not account for the transaction as a
sale and the Company continues to include the residential mortgage loans within its consolidated financial statements. The Company would like to respectfully bring to the Staff’s attention that the Company also consolidates the securitization
entity pursuant to FIN 46(R) and the related financing transaction eliminates in consolidation. In future filings, the Company will clarify the disclosure to

 Securities and Exchange Commission

 January 21, 2009

  Page
 4

distinguish between a legal repurchase of assets versus a purchase as defined by U.S. generally accepted accounting principals. As of the current date, the
Company has not completed a legal repurchase of any of these residential mortgage loans from the securitization entity.

 Note 4: Loans,
page F-19

 6.

 We note that you record all of your loans at amortized cost. Please tell us how you determined as of December 31, 2007 and September 30, 2008 that
you had the intent and ability to hold these loans receivable for the foreseeable future or until maturity. Please tell us how you considered your current financial condition and liquidity demands, your current business plan, the current economic
environment and related market conditions, and your past practices when making this determination. Please specifically address the fact that you sold approximately $516.2 million of adjustable rate residential mortgages at realized losses of $2.0
million in the year ended December 31, 2007 and recorded realized losses on the sale of leveraged loans and your residential mortgage portfolio in amounts of $1.4 million and $1.8 million, respectively, in the nine months ended
September 30, 2008; please tell us the reasons for these sales and how the sales affected your conclusions regarding your remaining loans. For reference, please see SFAS 65 and SOP 01-6.

 Response:

 The Company’s primary strategic objective is to hold its loan receivables to maturity and generate net investment income. In making a determination of its ability and intent to hold these loans, the Company
primarily considers the term of its financing arrangements, potential for margin calls or other types of capital requirements that could impact its liquidity position, and its ability to maintain its REIT status. As of December 31, 2007 and
September 30, 2008, the Company had approximately $1.9 billion and $1.8 billion, respectively, of investments in loan receivables recorded in its consolidated financial statements.

 As of December 31, 2007, approximately 99.5% of the Company’s residential mortgage loans and 100% of the Company’s
leveraged loans were financed on a long-term basis. The remaining portion of the portfolio is not subject to any financing arrangements. These financing arrangements do not subject the Company to potential margin calls or potential recourse
obligations in excess of its initial first loss investment. The residential mortgage loans were financed on a long-term basis through an on-balance sheet securitization vehicle and the average contractual maturity of the financing was March 2017. At
that time, the Company’s investments in this residential mortgage loan portfolio were, and, currently for the foreseeable future, the Company’s investments continue to be, integral to ensuring its compliance with the REIT asset and income
tests.

 As of December 31, 2007, the Company had $837 million of investments in leverage loans, of which $661 million
were financed on a long-term basis through CLOs and the remaining $176 million were financed through an on-balance sheet warehouse facility. The average contractual maturity of the CLO financing is February 2013 and the warehouse facility matures in
May 2009. At the time the 2007 financial statements were filed, it was the Company’s intention and belief that the existing warehouse arrangement would be refinanced into a long term securitization vehicle, or that the Company would obtain
another means of long-term financing for the warehoused assets.

 During the three-months ended March 31, 2007, the
Company made the decision to sell $516.2 million of residential mortgage loans. The sale of the residential mortgage loans resulted from

 Securities and Exchange Commission

 January 21, 2009

  Page
 5

management’s determination that the Company no longer needed to hold these investments in order to ensure compliance with the REIT requirements. As
noted above, the Company securitized the remaining portion of its residential mortgage loan portfolio in the following quarter with the intent to hold these loans for investment purposes to ensure its continued compliance with the REIT requirements.
Based on the reasons stated above, at each reporting period in 2007 and 2008, the Company concluded that it had the ability and intent to hold its loan receivables for the foreseeable future or until maturity.

 As of September 30, 2008, approximately 99.8% of the Company’s residential mortgage loans remained financed in the residential
mortgage loan securitization discussed above. As of September 30, 2008, approximately 80.3% of the Company’s leveraged loan investments were financed on a long-term basis through CLOs and the remaining 19.7% were financed through an
on-balance sheet warehouse facility that matures in May 2009. Based on the same reasons as stated above, at each reporting period in 2007 and 2008, the Company concluded that it had the ability and intent to hold its loan receivables for the
foreseeable future or until maturity. In determining the intent and ability to hold the loans, the Company considered its past practices regarding disposition of loans, in particular the sale of certain leveraged loans and residential mortgage loans
during the nine months ended September 30, 2008. These sales occurred due to borrower credit related changes that were identified in the same period in which the sales were executed.

 Note 7: Minority Interests, page F-28

 7.

 Based on your statement of cash flows and your footnote, it appears that you paid cash in an amount of $12.9 million for additional CDO investments. Please
provide us with more details regarding these acquisitions and the accounting guidance that you relied upon to determine the appropriate accounting treatment.

 Response:

 During the year ending December 31, 2007, the Company purchased a net $12.9 million of additional TruPS CDO preference shares of entities in which the Company already held a majority of the preference shares. The
Company acquired these additional shares in open market transactions from unrelated third parties. The Company consolidated the CDO entities in accordance with FIN 46(R) both before and after giving effect to the purchases of the additional
preference shares. The Company accounts for preference shares of consolidated CDOs held by third parties as minority interests. The Company accounted for the purchases as capital stock transactions in accordance with EITF 86-32.

 The Discussion section of EITF 86-32, “Early Extinguishment of a Subsidiary’s Mandatorily Redeemable Preferred Stock” (EITF
86-32) states:

 “The Task Force reached a consensus that the enterprise’s acquisition of a subsidiary’s
mandatorily redeemable preferred stock should be accounted for as a capital stock transaction. Accordingly, the consolidated entity would not recognize in its income statement any gain or loss from the acquisition of the subsidiary’s preferred
st

Mail Stop 4561
         December 31, 2008
Mr. James J. McEntee, III Chief Executive Officer and President   Alesco Financial, Inc. Cira Centre 2929 Arch Street  17
th Floor
Philadelphia, PA  19104

Re: Alesco Financial, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed 03/12/08   Definitive Proxy Statement   Filed 04/29/08    Form 10-Q for the quart er ended September 30, 2008
  Filed 11/05/08
File No. 001-32026
 Dear Mr. McEntee:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents 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.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.  Please be as detailed as
necessary in your explanati ons.  After reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view 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.

Mr. James J. McEntee, III
Alesco Financial, Inc.
December 31, 2008 Page 2  Form 10-K for the year ended December 31, 2007

 Item 1 – Business, page 11

 1. You disclose that your manager performs  certain legal, accounting, due diligence
tasks, and other services that outsid e professionals or outside consultants
otherwise would perform and that your ma nager is not paid or reimbursed for the
time required to perform such tasks.  Pleas e quantify the amount of these services
and tell us if the value of these services is recorded in your financial statements.
Please refer to SAB T opics 1(B) and 5(T).
 Item 9A - Controls and Procedures, page 89

 2. Please clarify whether management’s assessment of the effectiveness of your internal control over financial reporting wa s that they are effective and if so,
confirm that you will include a clear statemen t in the future as to whether or not
the internal controls are effective or ineffective.
 Consolidated Statements of  Income (Loss), page F-4

 3. We note that you present a subtotal title d “Income before interest and other
income, minority interest and taxes” on th e face of your statements of income.  In
future filings please remove this subtotal and present all operating expenses together.
 Consolidated Statements of Stockhol ders’ Equity (Deficit), page F-6

 4. You disclose that you purchased minority interest preference  shares in 2007
which resulted in a debit to APIC in an amount of $4.7 million.  Please provide us with details of this tr ansaction, how you accounted for it, and the accounting
guidance that you relied upon to determine the appropriate accounting treatment.

Note 2: Summary of Significant Accounting Policies, page F-9

5. We note that on page 39 you discuss your obligation to reacquire loans under
certain circumstances.  Pleas e tell us what considerat ion you gave to disclosing
your accounting policies related to this obligation for transfers accounted for both as sales and financings under SFAS 140.

Note 4: Loans, page F-19

6. We note that you record all of your loans at amortized cost.  Please tell us how
you determined as of December 31, 2007 and September 30, 2008 that you had the intent and ability to hold these loans receivable for the foreseeable future or

Mr. James J. McEntee, III
Alesco Financial, Inc.
December 31, 2008 Page 3
until maturity.  Please tell us how you c onsidered your current financial condition
and liquidity demands, your current business plan, the current economic
environment and related market conditions , and your past pr actices when making
this determination.  Please specifical ly address the fact that you sold
approximately $516.2 million of adjustable ra te residential mort gages at realized
losses of $2.0 million in the year ende d December 31, 2007 and recorded realized
losses on the sale of levera ged loans and your residentia l mortgage portfolio in
amounts of $1.4 million and $1.8 million, respec tively, in the nine months ended
September 30, 2008; please tell us the reas ons for these sales and how the sales
affected your conclusions regarding your re maining loans.  For reference, please
see SFAS 65 and SOP 01-6.
 Note 7: Minority Interests, page F-28

 7. Based on your statement of cash flows and your footnote, it appears that you paid
cash in an amount of $12.9 million for additional CDO investments.  Please
provide us with more details regard ing these acquisitions and the accounting
guidance that you relied upon to determine th e appropriate accounting treatment.
 Note 8: Stock-Based Compensation, page F-29

8. You disclose that you re-measure the valu e of any earned and unvested shares of
common stock granted to the officers and key employees of Cohen at each
reporting date.  Please tell us how you de termined that this was the appropriate
accounting for such shares of stock and pr ovide us with your analysis under EITF
96-18.
 Exhibits 31.1 and 31.2

9. In future filings please ensure that you provide the exact form of the certification
as set forth in Item 601(b)(31) of Regulat ion S-K.  For example, we note that in
paragraph 4(d), “registrant’s fourth fiscal quarter” should be revised to
“registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report).”
 Definitive Proxy Statement on Schedule 14A

Names of Directors and Biogr aphical Information, page 7
10. We note that you have not provided disclosure regarding Mr. Ullom’s
employment experience from 2000 through 2005 in accordance with Item 401 of
Regulation S-K. Please include this disclo sure in future filings and tell us how
you intend to comply.

Mr. James J. McEntee, III
Alesco Financial, Inc.
December 31, 2008 Page 4  Executive Officers, page 11

11. We note your disclosure that Mr. Carr worked for Arthur Andersen and KPMG
from 1999 through 2006. In future filings pl ease disaggregate this information
and specifically state when Mr. Carr worked  at each entity.  Please tell us how
you intend to comply.

Compensation Discussion and Analysis, page 12
12. You state that you may benchmark your compensation program to comparative companies. If you used benchmarks, please tell us the companies included in the
peer group.  Similar disclosure should be included in future filings.  See Item
402(b)(2)(xiv) of Regulation S-K.   Th is disclosure should also include a
discussion of where actual payments fall within targeted parameters.  To the
extent actual compensation was outside a targeted percentile range, include an
explanation of the reasons for this. Pl ease tell us how you intend to comply.
 Equity-Based Compensation, page 13

 13. Please tell us the specific items of cor porate and individual performance that are
taken into account in determining equity -based compensation awards.  Also, tell
us the reasons behind the material diffe rences in the amounts awarded to the
individual officers.  Sim ilar disclosure should be provided future filings.
Alternatively, tell us why you believe that  disclosure of these targets is not
required.  Refer to Item 402(b)(2)(v) and (v ii) and Instruction 4 to Item 402(b).
 Interest of Certain Persons in Matters to be Acted Upon, page 21

14. In future filings, please present this di sclosure in the manner required by Item
407(e)(4) of Regulation S-K. Please tell us how you intend to comply.
 Fees Earned by Cohen & Company…., page 32

15. We note that without the collateral management fee credits, you would have
owed your manager $5.9 million and $378,000 in management and incentive fees.  We are aware that the term equity as used to determine your base
management fee is not the same as stockholders’ equity as defined by GAAP.  By using your formulas for both fees , please tell us how your manager’s
compensation was determined.

Mr. James J. McEntee, III
Alesco Financial, Inc.
December 31, 2008 Page 5  Form 10-Q for the quarter ended September 30, 2008

 Note 5: Loans, page 17

 16. On page 11 you disclose that a loan is placed on non-accrual status at such time as you believe that scheduled debt service payments may not be paid when contractually due or the loan becomes 90 days delinquent.  You also disclose on
page 17 that as of September 30, 2008 you had placed $46.2 million of residential
mortgage loans on non-accrual status.  Additionally, you disclose that as of
September 30, 2008 there were 199 residentia l mortgage loans that were over 90
days delinquent with a principal amount of $77.7 million.  Please explain to us why the entire principal amount that is delinquent over 90 days is not on non-
accrual status.

*****

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  understand that we may have additional
comments after reviewing your 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filing.

Mr. James J. McEntee, III
Alesco Financial, Inc. December 31, 2008 Page 6
You may contact Jessica Barb erich, Staff Accountant, at  (202) 551-3782 or me at
(202) 551-3498 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Stacie Gorman, Staff Attorney, at (202) 551-3585 or
Duc Dang, Staff Attorney, at (202 ) 551-3386 with any other questions.
           S i n c e r e l y ,
Linda van Doorn  Senior Assistant Chief Accountant

September 28, 2006

Mail Stop 4561

Stacy M. Riffe
Chief Financial Officer
Sunset Financial Resources, Inc.
10245 Centurion Parkway North
Suite 305
Jacksonville, FL 32256

Re: Sunset Financial Resources, Inc.
Registration Statement on Form S-3
Filed September 8, 2006
Registration No. 333-137219

Dear Ms. Riffe:

 This is to inform you that we are limiting our review of the above registration statement
to the following matters.  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.

 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.

General

1. We note that the shares being registered for resale have not yet been issued because the merger has not been consummated.  Please tell us why it is appropriate to register the shares for resale at this time.  General Instruction I.B.3 to Form S-3 permits the registration of
outstanding  securities for resale.  Please tell us why you believe the shares
to be issued in the merger should be viewed as “outstanding” on the date that you filed the Form S-3.

Stacy M. Riffe
Sunset Financial Resources, Inc.
September 28, 2006 Page 2
Risk Factors, page 5

2. A number of the risk factors included in the prospectus appear to be related to the merger between Alesco and Sunset.  Please tell us why you believe these risk factors are relevant to investors in the resale transaction or remove these risk factors from the Form S-3.

Selling Stockholders, page 45

3. Please confirm that you will include the names and other information required by Item 507 of Regulation S-K for each selling security holder prior to the effective date of the registration statement, or explain to us your basis for omitting such information.  We may have further comment on this disclosure after you include it in the prospectus.

Exhibits

Exhibit 5.1  - Legal Opinion

4. Please file a revised opinion that more accurately describes the registration statement.  The references to “proxy/statement prospectus” and the “issuance by the Company of its shares of common stock” in the first paragraph of the current opinion do not appear to be appropriate.

5. We note the assumption in the fourth paragraph that “the appropriate certificates representing shares of Common Stock will be executed and delivered upon issuance and sale of any such shares, and will comply with all applicable requirements of Maryland law.”  This paragraph inappropriately assumes facts which are fundamental to the legal opinion.  In addition, it is not appropriate for counsel to assume legal matters, such as compliance with Maryland law.  Please file a revised opinion that omits the assumptions contained in this paragraph.

Exhibit 8.1 – REIT Opinion

6. Please file a revised opinion that references the registration statement on Form S-3 rather than the merger and the registration statement on Form S-4.  The REIT opinion should be prepared in connection with this registration statement, so that investors in the resale transactions may clearly rely on the opinion.

7. Refer to the assumptions in the fifth paragraph of the opinion.  Please provide a revised opinion clarifying that counsel has assumed the accuracy of
factual  representations in the
Officers’ Certificates.

8. Please tell us why counsel is providing the REIT opinion only through the taxable year ended December 31, 2005 rather than 2006.

Stacy M. Riffe
Sunset Financial Resources, Inc.
September 28, 2006 Page 3

*  *  *  *

We will not conduct any further review of the proxy statement.   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 pursuan t 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.

Stacy M. Riffe
Sunset Financial Resources, Inc.
September 28, 2006 Page 4
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 Kristi Beshears at ( 202) 551-3429 or Daniel Gordon, Accounting
Branch Chief, at (202) 551-3486 if you have que stions regarding comments on the financial
statements and related matters.  Please contact Amanda McManus, Attorney-Advisor, at (202) 551-3412, or me at (202) 551-3780 with any other questions.

Sincerely,

Karen J. Garnett
Assistant Director

cc: Bryan L. Goolsby, Esq. ( via facsimile )
Kenneth L. Betts, Esq. ( via facsimile )
 Locke Liddell & Sapp LLP

CORRESP
1
filename1.htm

Request for Effectiveness

  Sunset Financial Resources, Inc.

 10245 Centurion Parkway North

 Suite 305

 Jacksonville, Florida 32256

 October 5,
2006

 VIA FACSIMILE: 202-772-9210

 Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Attn: Ms. Amanda McManus

Re:
Sunset Financial Resources, Inc.
File No. 333-137219
Pre-Effective Amendment No. 1 to Registration Statement on Form S-3
Filed October 5, 2006

 Dear Ms. McManus:

 Sunset Financial Resources, Inc. (“Sunset”) as the registrant of the above-captioned registration statement hereby respectfully requests that the above referenced registration statement be permitted to
become effective at 5:15 p.m., Eastern Standard Time, on Thursday, October 5, 2006, or as soon thereafter as is practicable. The above named registrant is aware of its obligations under the Securities Act of 1933 and the Securities
Exchange Act of 1934. Specifically, Sunset acknowledges 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.

 Please advise our counsel, Kenneth L. Betts, at (214) 740-8000 of any questions.

 Very truly yours,

 SUNSET FINANCIAL RESOURCES, INC.

By:

/s/ Stacy M. Riffe

 Stacy M. Riffe

 Chief Executive Officer

CORRESP
1
filename1.htm

SEC Letter

 LOCKE LIDDELL & SAPP LLP

ATTORNEYS & COUNSELORS

 2200 ROSS AVENUE

Phone: (214) 740-8000

 SUITE 2200

Fax: (214) 740-8800

 DALLAS, TX 75201-6776

AUSTIN • DALLAS • HOUSTON • NEW ORLEANS • WASHINGTON, D.C

www.lockeliddell.com

Direct-Number: (214) 740-8743

Direct-Fax: (214) 756-8743

E-mail: kbetts@lockeliddell.com

 September 29, 2006

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0405

 Attention: Karen J. Garnett

Re:
    Sunset Financial Resources, Inc.

    Registration Statement on Form S-3

    Filed September 8, 2006

    Registration No. 333-137219

 Dear Ms. Garnett:

 On behalf of Sunset Financial Resources, Inc., we are furnishing Sunset’s
responses to the comments of the Staff received in your letter dated September 28, 2006, to Stacy M. Riffe, Sunset’s Chief Executive Officer.

 As we discussed, Sunset intends to file a pre-effective amendment to the Registration Statement next week to reflect the changes discussed in this letter and to request that it be declared effective by Thursday,
October 5, 2006.

 Sunset announced today that Alesco has agreed to forego the increase in the exchange ratio in the merger to 1.29.
The exchange ratio has returned to 1.26, which is the exchange ratio set forth in the proxy statement.

 For convenience of reference, each
Staff comment contained in the comment letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in the comment letter, and is followed by the corresponding response of Sunset.

 General

1.
We note that the shares being registered for resale have not yet been issued because the merger has not been consummated. Please tell us why it is appropriate to register the
shares for resale at this time. General Instruction I.B.3 to Form S-3 permits the registration of outstanding securities for resale. Please tell us why you believe the shares to be issued in the merger should be viewed as
“outstanding” on the date that you filed the Form S-3.

 In the March 1999 Supplement to the Telephone
Interpretation Manual, the Division of Corporation Finance listed criteria for registering the resale of securities prior to issuance. Sunset’s Registration Statement is being filed in accordance with those criteria. Below is a list of

the requirements from the March 1999 Supplement and an explanation of why the Registration Statement complies with those requirements:

 a) The company has completed a Section 4(2)-exempt sale of the securities to the investor, and the investor is at market risk at the time of filing
of the resale registration statement.

 Sunset has completed, within the meaning of this interpretation, a 4(2)-exempt sale to Alesco
shareholders. As of the filing of the Registration Statement, the Alesco shareholders were subject to market risk.

 b) The investor must be
irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. There can
be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities
or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions.

 Alesco shareholders are to
receive a fixed ratio of Sunset shares for each Alesco share in the merger. The exchange ratio will not change at the effectiveness of the resale registration statement or at any subsequent date.

 There are no conditions to closing that are within the Alesco shareholders’ control or that the Alesco shareholders can cause not to be satisfied.
The shares are to be issued pursuant to a binding merger agreement signed by the parties and approved by the Alesco shareholders.

 The major
remaining conditions to closing are a vote of the Sunset shareholders and the effectiveness of the Registration Statement. The other conditions to Alesco’s obligations are all traditional closing conditions in M&A transactions, such as the
absence of an injunction, the receipt of legal opinions, Sunset’s compliance with the merger agreement and the absence of a Sunset material adverse change.

 c) The closing of the private placements of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.

 The closing of the merger is scheduled to occur on Friday, October 6, 2006, subject to the Sunset stockholders’ approval of the merger, the
effectiveness of the Registration Statement and the satisfaction of the other conditions to the merger.

 Risk Factors,
page 5

2.
A number of the risk factors included in the prospectus appear to be related to the merger between Alesco and Sunset. Please tell us why you believe these risk factors are
relevant to investors in the resale transaction or remove these risk factors from the Form S-3.

 Sunset confirms that it
will remove all merger-related risk factors that are not relevant to investors in the resale transaction. Exhibit A includes changes to the risk factors in response to the Staff’s comment. These changes will be made in a pre-effective amendment
to the Registration Statement.

 Selling Stockholders, page 45

3.
Please confirm that you will include the names and other information required by Item 507 of Regulation S-K for each selling security holder prior to the effective date of
the registration statement, or explain to us your basis for omitting such information. We may have further comment on this disclosure after you include it in the prospectus.

 Sunset confirms that it will file a pre-effective amendment to the Registration Statement listing the information set forth in Item 507 of Regulation
S-K for each selling stockholder. Attached as Exhibit B is a draft of the selling stockholder information, which includes the required information with respect to selling stockholders holding all of the shares to be offered pursuant to the
Registration Statement. Sunset is still in the process of verifying this information and may make changes to the draft.

 Exhibits

 Exhibit 5.1 - Legal Opinion

4.
Please file a revised opinion that more accurately describes the registration statement. The references to “proxy/statement prospectus” and the “issuance by the
Company of its shares of common stock” in the first paragraph of the current opinion do not appear to be appropriate.

 Sunset confirms that it will include a revised legal opinion in a pre-effective amendment to the Registration Statement. A draft of the revised legal opinion is attached as Exhibit C.

5.
We note the assumption in the fourth paragraph that “the appropriate certificates representing shares of Common Stock will be executed and delivered upon issuance and sale
of any such shares, and will comply with all applicable requirements of Maryland law.” This paragraph inappropriately assumes facts which are fundamental to the legal opinion. In addition, it is not appropriate for counsel to assume legal
matters, such as compliance with Maryland law. Please file a revised opinion that omits the assumptions contained in this paragraph.

 The legal opinion has been revised in response to the Staff’s comment.

 Exhibit 8.1 - REIT Opinion

6.
Please file a revised opinion that references the registration statement on Form S-3 rather than the merger and the registration statement on Form S-4. The REIT opinion should be
prepared in connection with this registration statement, so that investors in the resale transactions may clearly rely on the opinion.

 Sunset confirms that it will include a revised REIT opinion in a pre-effective amendment to the Registration Statement. A draft of the revised REIT opinion is attached as Exhibit D.

7.
Refer to the assumptions in the fifth paragraph of the opinion. Please provide a revised opinion clarifying that counsel has assumed the accuracy of factual representations in
the Officers’ Certificates.

 The REIT opinion has been revised in response to the Staff’s comment.

8.
Please tell us why counsel is providing the REIT opinion only through the taxable year ended December 31, 2005 rather than 2006.

 The REIT opinion has been revised in response to the Staff’s comment to include the taxable year
ended December 31, 2006.

 * * * *

 Sunset has scheduled a meeting of its shareholders for 9:00 am on Friday, October, 6, 2006 to vote on the proposed merger with Alesco. Sunset hopes to close the merger on the same day shortly after the completion of the meeting.
Accordingly, Sunset hopes to have the Registration Statement declared effective no later than Thursday, October 5, 2006, as it is a condition to the merger between Sunset and Alesco that the Registration Statement shall have become effective.
Your assistance in helping Sunset meet its schedule would be greatly appreciated.

 If you have any questions or comments regarding the
foregoing, or have additional questions or comments, please contact me at (214) 740-8743.

 Very truly yours,

 /s/ Kenneth L. Betts

 Kenneth L. Betts

cc:
Amanda McManus

Kristina Beshears

Daniel Gordon

Stacy M. Riffe

John J. Longino

Richard D. Pritz

Kathleen L. Werner

Bryan L. Goolsby

 EXHIBIT A

 REVISED RISK FACTORS MARKED TO SHOW CHANGES

 FROM THE S-3 FILED SEPTEMBER 8, 2006

 RISK FACTORS

 In addition to the other information included in this prospectus or incorporated into this prospectus, including the matters addressed in “Cautionary Statement Concerning Forward-Looking Statements” beginning on page
         of this prospectus, you should carefully consider the following risks before making an investment decision regarding the Sunset shares.

 Sunset is changing its strategy and redeploying its assets into a portfolio of assets consistent with Alesco’s investment strategy. Therefore, Sunset already is,
and the merged entity upon consummation of the merger will be, subject to the risks described below with respect to Alesco, unless expressly indicated otherwise with respect to a particular risk factor. In addition, Sunset is also subject to risks
related to the disposition of its existing portfolio of assets. In order to implement its new strategy, Sunset has appointed Cohen Brothers as its interim manager and will assume the management agreement Alesco entered into with Cohen Brothers at
the closing of the merger. Therefore, Sunset is also subject to risks relating to management by Cohen Brothers. Sunset will be subject to these risks both indirectly through Alesco and directly. For a description of the risks that Sunset was subject
to before it began redeploying its assets, please see Sunset’s Annual Report on Form 10-K for the Year Ended December 31, 2005. This document can be obtained as described in “Where You Can Find More Information” beginning on page
[            ] of this prospectus.

 Alesco and Sunset expect to incur
costs and expenses in connection with the merger, which may adversely impact the financial condition of the combined company.

 Alesco and Sunset
are expected to incur one-time, pre-tax costs and expenses of approximately $10 million in connection with the merger. These costs and expenses include change of control, severance, stay bonuses and other benefit payments, insurance costs, fees
relating to the termination of contractual obligations, investment banking expenses, legal and accounting fees, printing expenses and other related charges incurred and expected to be incurred by Alesco and Sunset.

 Following the merger, Sunset will continue to be managed by Cohen Brothers and will continue to be obligated to pay
substantial fees and be subject to potential conflict of interest risks.

 Following the merger, Sunset will assume Alesco’s management
agreement with Cohen Brothers and accordingly Cohen Brothers and its affiliates will earn substantial fees from their relationship with Sunset comparable to the fees currently earned by Cohen Brothers and its affiliates in respect of their
relationship with Alesco. For example, from the commencement of Alesco’s operations in January 2006 through June 30, 2006, Cohen Brothers and its affiliates have earned $664,000 in base management fees, and $195,000 in incentive fees (net
of $374,000 of asset management fee credits) under Cohen Brothers’ management agreement with Alesco, as well as $3.9 million of origination fees, $12.6 million of structuring fees and $6.0 million of placement fees in respect of CDOs and CLOs
in which Alesco has invested. In addition to ongoing management fees and fees arising from Sunset’s investments, Cohen Brothers will also be entitled to a termination fee of three times the sum of the average annual base fee for the past two
12-month periods under the management agreement if the agreement is terminated under specified circumstances. Sunset is presently paying substantial fees to Cohen Brothers under the interim management agreement. Sunset will be subject to potential
conflicts of interest arising out of its relationship with its manager and affiliates, including the following potential conflicts arising from fees payable to Cohen Brothers and its affiliates:

•

Cohen Brothers is controlled by Daniel G. Cohen and certain of Alesco’s other executive officers. As a result, Alesco’s management agreement, which will be assumed by
Sunset in the merger, was negotiated between related parties and its terms, including fees payable, may not be as favorable as if the terms had been negotiated with an unaffiliated third party;

•

the substantial fees to be earned by Cohen Brothers and its affiliates from Sunset’s investments in CDOs and CLOs structured, managed and sold by Cohen Brothers and its
affiliates, whether or not those investments generate attractive returns for Sunset, present potential conflicts for Cohen Brothers in causing Sunset to make investments which may not be fully addressed by policies that require Sunset’s
independent trustees to approve all transactions between Sunset and Cohen Brothers and its affiliates;

•

the incentive fee that will be payable under Sunset’s management agreement with Cohen Brothers may induce the manager to make higher risk investments; and

•

the substantial termination fee that will be payable under Sunset’s management agreement with Cohen Brothers will make termination of the agreement extremely costly and may
deter Sunset from exercising its termination rights.

 Sunset is presently subject to many of these potential conflicts of interest, including
those listed above (other than the third bullet point, as the interim management agreement does not provide for an incentive fee) as a result of the interim management agreement. These risks and other risks arising from Sunset’s relationship
with its manager are explained in detail below under the caption “Risk Factors Relating to Alesco – Risk Relating to Alesco’s Management and its Relationship with its Manager.” The interim management agreement and the management
agreement are described under the captions “The Interim Management Agreement” and “The Alesco Management Agreement.”

 Sunset has suffered losses as a result of the sale of its existing portfolio of mortgage-backed securities.

 As a result of the redeployment of its assets, Sunset has recognized a net loss of $22.2 million from the sale of $809.1 million of its
mortgage-backed securities. Related hedge gains reduced the net loss to $3.2 million. The losses resulted from the sale of these securities at a time when their market value was less than their amortized costs. These losses might not have resulted
if Sunset had retained these assets for a period of time necessary to recover the amortized costs.

 Risk Factors Relating to Alesco

 Risks Related to Al

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
	October 6, 2005

Via Facsimile (212) 451-2222 and U.S. Mail

Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

RE:	Sunset Financial Resources, Inc.
	Preliminary Consent Solicitation Statement on Schedule 14A
Filed October 3, 2005, by Western Investment LLC, Western
Investment
	Hedged Partners LP, Western Investment Institutional Partners
LLC,
	Western Investment Activism Partners LLC, and Arthur D.
Lipson
      File No. 001-32026

Dear Mr. Wolosky:

      We have reviewed the above-referenced 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.

Schedule 14A

General
1. Please provide the record date information required by Item
6(b)
of Schedule 14A.

We are dissatisfied with the current board of directors, page 2
2. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief.  Support for opinions or beliefs
should
be self-evident, disclosed in the proxy statement or provided to
the
staff on a supplemental basis.  We note, for example:

* your belief that it would be "in the best interests of the
Company"
to reconstitute the board;
* your implication that security holders are dissatisfied with the
current affairs of the company and performance of the current
board
of directors; and
* your statement that the board of directors "made it harder for
stockholders to express any dissatisfaction."  It appears that the
board`s action made it more difficult to call a special meeting of
security holders, which may be one of several avenues security
holders have to express their opinion of the board`s performance.

Written Consent Procedures, page 3
3. Please refer to the capitalized sentence in the first paragraph
of
this section.  It appears that you may have omitted the word "not"
in
the last clause of this sentence reading "...and do [not] commit
you
to cast any vote in favor..." (bracketed language added).  Please
revise or advise.
4. With respect to the second paragraph of this section, please
describe any expiration date for the consents received and a time
by
which you expect to use the consents to call the special meeting
of
Sunset Financial security holders.

Solicitation of Written Consents, page 4
5. Please fill in the blanks in this section.
6. Expand the last paragraph under this heading to indicate
whether
the matter will be submitted to a vote of stockholders.  See Item
4(b)(c) of Schedule 14A.

Certain Information Regarding the Participants, page 5
7. Please disclose the information required by Item 5(b)(1)(iii)
of
Schedule 14A.
8. Please tell us why you need to qualify your disclosure in the
fifth paragraph.  The disclaimer appears inappropriate given that
the
Western Committee includes all of the filing persons whom the
disclosure concerns.  Please remove it.

Form of Consent
9. Please revise your form of consent to provide security holders
a
means to specify a choice between consent for or denial of your
solicitation.  Refer to Rule 14a-4(b) of Regulation 14A.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to the disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each of the filing persons
acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing persons may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact us via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

								Sincerely,

								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions
??

??

??

??

Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
October 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>