Mail Stop 0408

								April 18, 2006

Mark E. Kaplan, Esquire
General Counsel
Cowen Group, Inc.
1221 Avenue of the Americas
New York, New York 10020

Re: 	Cowen Group, Inc.
      Registration Statement on Form S-1
      File No. 333-132602
      Filed March 21, 2006

Dear Mr. Kaplan:

      We have reviewed your filings and have the following
Where indicated, we think you should revise your documents in
to these comments.  If you disagree, we will consider your
as to why our comment is inapplicable or a revision is
Please be as detailed as necessary in your explanation.  In some
our comments, we may ask you to provide us with information so we
better understand your disclosure.  After reviewing this
we may raise additional comments.

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

General Comments
1. Please refer to the selling stockholder by name rather (Societe
Generale) than by the generic term "selling stockholder."  In
addition, please avoid using abbreviations such as "SGCSG,"
"SGAS" and "TMT."

Summary, page 1
2. Please revise the section entitled "Overview" to disclose
* disclose that you are a wholly owned subsidiary of Societe
and that Societe Generale has decided to liquidate its investment
Cowan by disposing of at least 88.8 percent, and possibly all, of
stock in connection with this offering; and
* that as part of the separation from Societe Generale you are
management a fourteen percent interest in the company.

3. Please add a section in the summary summarizing your
with Societe Generale over the past eight years and summarizing
terms of the separation.  Please summarize the effects of the
separation on you, including the possible loss of business from
Societe Generale and its clients.

4. In the second sentence of the first paragraph, clarify the
of   "correct, non-consensus conclusions."  Likewise, clarify the
meaning of the sentence that follows.

5. Please explain on page 1 and page 3 how you will get the
to support the growth strategy you have adopted.

6. Please revise the section entitled "Competitive Strengths," on
2, by deleting the following claims or providing us with objective
evidence to support them:
* you have a "leading position" in your target sectors;
* you are the "leading franchise" focused on your target growth
sectors; and
* you have "equity research leadership."

7. Please revise the section entitled "Market Opportunity and
on page 2, to reconcile your claims that your focus on three
particular sectors is a benefit with your statement on page 20
your dependence on these same sectors "caused our year over year
investment banking results to diverge somewhat from broader market
trends and volumes."
8. Please revise the section entitled "Cowen Group, Inc.," on page
as follows:
* add the following caption to the second paragraph: "Cash
Distribution to Selling Shareholder;" and
* estimate the amount of the cash contribution.

9. Revise to define group equity here and in the notes to the
financial statements.

10. Revise to define the source of the cash distribution.  The
in the balance sheet suggest that this may not be a cash
to the seller.

Capitalization, page 22
Unaudited Pro Forma Combined Financial Condition Information, page

11. Expand the presentation to provide a note to the group equity
item to present the pro forma capitalization of the company which
result from the expected sale of shares in this offering and the
of restricted stock to senior employees.

Unaudited Pro Forma Combined Operating Information, page 24

12. Expand the presentation to provide earnings per share data
resulting from the expected sale of shares in this offering and
grant of restricted stock to senior employees.

Unaudited Pro Forma Combined Operating Information, page 24
Notes to the Unaudited Pro Forma Combined Financial Information,

13. Expand the pro forma adjustments listed in Note 1 to reflect
reduction of interest income related to the transfer of cash into
escrow account to be utilized for the future payment, if any, of
certain litigation and related costs subject to indemnification by
Societe Generale since this interest income will be paid to the
selling stockholder.

14. You disclose that the company`s brokerage and clearance
expense is
expected to increase upon entering into a new commercial clearing
agreement prior to the closing of this offering, replacing the
company`s existing clearing agreement.  Please revise to provide a
forma adjustment in the pro forma combined operating information
presented on page 24 and to provide a Note on page 26.
15. Please revise to apply your statutory/expected tax rate of 45%
resulting from the separation agreement on the face of the pro
combined operating information.

16. Please revise your footnotes to include disclosures about the
future provision for income taxes similar to your disclosures
presented on page 39.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 29

Overview, page 29
17. Please provide an overview of the consequences, both positive
negative, of your separation from Societe Generale including how
financial condition and operating results might be affected.

18. Please provide analysis, consistent with Release No. 33-8350,
the opportunities, challenges, risks and uncertainties, of the
separation on which the company`s executives are most focused for
the short and long term, as well as the actions they are taking to
address these opportunities, challenges risks and uncertainties.
addition, please provide analysis of economic or industry-wide
relevant to the company on which management is concerned.

19. Please revise your discussion of you financial results from
to 2005 as follows:
* explain in detail and in clear terms how and why your "year over
year investment banking results ...diverge[d] somewhat from broad
market trends and volumes;"
* discuss how your revenues and net income have not grown over the
past three years; and
* discuss the role of cost cutting since 2003 in your profits in
past two years.

20. Please provide a separate section after the overview in which
discuss in detail the ramifications of your separation from
Generale.  Please include analysis of the following:
* the extent to which you will lose business from clients of
* the aggregate and particular additional costs that you will
incur as
a result of the separation sand going public including higher cost
capital and higher tax rate;
* the extent to which Societe Generale will be competing with you
the extent to which it has plans to compete with you;
* how your ability to compete generally will be reduced by your no
longer being affiliated with a source of a broad range of
* the loss of capital support; and
* loss of institutional support and the loss of variety of
provided including but not limited to those in the Master Services

Overview, page 29
Revenues, page 31

21. Please confirm that reporting information for the business as
single segment meets the requirements of SFAS 131, especially
paragraph 17, and that management neither receives nor reviews
financial information for operating segments and/or that
of operating segments is appropriate under SFAS 131.

Revenues - Other, page 32

22. You disclose that other revenues include fees for managing a
portfolio of merchant banking investments on behalf of Societe
Generale, income associated with investments held as an economic
against liabilities under certain deferred compensation plans and
other miscellaneous income such as fees for managing venture
investments on behalf of an inactive employee fund.  Please expand
disclosure to state the company`s revenue recognition policy with
regard to other revenues.  In the event that management fees are
waived disclose the amount of management fees waived during each
period for which an income statement is provided and cite the
accounting literature that you relied upon for recording these

23. In the event that components of other revenue will decline as
result of the offering, please revise to add an adjustment to the
forma combined financial statements.  We note the elimination of
income in pro forma adjustment number 2 appearing on page 26
by the company`s interest in the corporate owned life insurance
product related to the Deferred Compensation Plan which will be
transferred to the selling stockholder in connection with this

Liquidity and Capital Resources, page 43

24. Delete the reference appearing in the first sentence to
generated cash from operations as a factor that has historically
satisfied capital and liquidity requirements since the company
cash in operating activities for all periods presented.  In
revise last sentence of the discussion since it refers to funds
operating activities.

Our History, page 50
25. Please revise this section as follows:
* provide us with the objective basis for your claim that you are
leading provider of investment banking services to companies in
target sectors;"
* explain your statement that you "largely conducted [y]our
independent of Societe Generale" to discuss the extent to Societe
Generale managed your operations, sold some of your operations and
provided various services and support to you; and
* discuss how you are different now than you were before you were
acquired by Societe Generale in 1998 including differences in the
lines of business.

Competitive Strengths, page 52
26. Please delete the following claims or providing us with
evidence to support them:
* you have a "leading position" in your target sectors;
* you are the "leading franchise" focused on your target growth
sectors; and
* you have "equity research leadership."

Legal Proceedings, page 61
27. Please revise this section as follows:
* revise your statement that you are including a description of
of the proceedings to state that you are describing all material
pending legal proceedings;
* disclose for each of the proceedings the specific relief sought
including the amount of damages;
* revise your statement that Societe Generale will indemnify you
"all liability" to disclose whether they will indemnify you for
costs of defending against such claims and for the costs of
or only for the actual damages determined by a court;
* reconcile your statements regarding indemnification with your
statement in footnote 10 in your financial statement that the
in of these claims "may be material to [your] combined operating
results for any particular period;" and
* correct your description of Mr. Pollet, on page 65, to disclose
he was a managing director of S.G. Cowen & Co. not simply a

Composition of the Board of Directors After This Offering, page 69
28. We note your statement that after the offering "we will have a
board of directors which we believe will be compliant with the
independence criteria for boards of directors under applicable
Please disclose your plans to change the board after the offering.

Principal and Selling Stockholders, page 81
29. Please revise the table on page 81 to reflect the allocation
restricted stock to the named executive officers and to all
officers and directors as a group to reflect your stated intent to
distribute the stock to them "immediately after this offering."

30. If SG Americas Securities Holdings, Inc. is a broker-dealer or
affiliate of a broker dealer, please state in this section and in
Plan of Distribution section that they are an underwriter.

Separation Overview, page 83
31. Please revise your discussion of the cash disbursements to
disclose the amount of each of the cash disbursements to which you

Allocation of Liabilities, page 84
32. We note your disclosure of some of the liabilities that you
Societe Generale will be assuming or retaining.  Please revise
section as follows:
* disclose all significant liabilities that you and Societe
will be assuming or retaining;
* disclose the estimated amount of the respective liabilities or
enough information so that the magnitude of the liability can be
* describe each liability rather than vaguely cross referencing to
Separation Agreement or other sections of the registration
(e.g. "certain other known and specified liabilities").

Pre-Closing Distribution and Initial Equity, page 85
33. Please revise this section by disclosing the following
* who will prepare the statements of your group equity;
* who selected that entity;
* the relationship between that entity and Society Generale; and.
* the relationship between that entity and you.
   Please indicate whether the obligations are included in the
Separation Agreement.

Conditions to the Separation, Recission and Termination, page 86
34. Please discuss the consequences of any cancellation by Societe
Generale terminating or rescinding the Separation agreement or
agreements.  Discuss whether the offering will continue.

No Business Restrictions, page 86
35. Please disclose the extent to which Societe Generale plans to
continue in the businesses that it formerly operated through you.

Indemnification Agreement, page 87
36. Please revise this section as follows:
* revise your statement that the agreement applies to "this
and "related transactions" to disclose the related transactions;
* describe those "claims that, pursuant to the Indemnification
Agreement, are being assumed by such party" and therefore not
to the indemnification agreement; and
* clarify that you are "including " all of the material "certain
liabilities" contained in the Indemnification Agreement.
In addition, please explain to us the basis for your not including
this agreement as an exhibit.

Societe Generale Board Representation, page 88
37. Please revise your statement that Societe Generale will have
"right to nominate two individuals to serve on our eight-person
to clarify whether it has the right to appoint two individuals
shareholder approval or whether it has the right to nominate
to shareholder approval.

Tax Matters Agreement, page 90
38. Please disclose the value of the net operating loss
that Societe Generale is retaining.

Employee Matters Agreement, page 91
39. Please provide more detail regarding the terms of this
and the allocation of responsibilities and liabilities between you
Societe Generale.

Clearing Agreement, page 92
40. Please revise this section to discuss the following:
* the reasons why you are terminating your current clearing
with Societe Generale and entering into a new agreement with
* the differences between your current agreement and the new
* the pricing structure;
* the extent to which you considered other sources for these
and whether they offered better prices; and
* whether the price you will pay for these services will be at

Financial Statements

Report Of Independent Registered Public Accounting Firm, page F-2

41. File the signed report of the independent registered public
accounting firm in an amendment to the Form S-1.


42. Please note the updating requirements of Rule 3-12 of
S-X when filing your next amendment.

43. Please file an updated consent from your independent
with your next amendment.

Combined Statements of Financial Condition, page F-3

44. Please revise to provide pro forma disclosure on the face of
consolidated statement of financial condition for the capital
distribution to the selling stockholder. Clearly disclose the
of the planned cash distribution. Include other asset and
distributions as the result of the separation and other
See SAB Topic 1-B.3.

Combined Statements of Operations, page F-4

45. Please tell us how your Other revenues and Other expenses
to operating revenues and the expenses of providing services
those revenues as contrasted with nonoperating revenues and

46. Please revise your statements of operations to
* Reclassify interest expense to expenses and remove the caption
* Provide a cost of services line item which includes the costs
incurred to earn revenues; and
* Reclassify other income and other expense items to nonoperating
income and expense as appropriate.
      See Article 5 of Regulation S-X.

Note 2 - Summary of Significant Accounting Policies
Furniture, Fixtures, Equipment and Leasehold Improvements, Net,

47. State the basis of determining amounts of furniture, fixtures,
equipment and leasehold improvements.

Note 6 - Exchange Memberships, page F-15

48. Expand the MD&A discussion to address the increase in the fair
value of exchange memberships during 2005.

Note 7- Goodwill, page F-15

49. Please tell us how you considered the contrast between the
million group equity at December 31, 2005 after the distribution
the selling shareholder and the fair value of equity implied by
IPO planned selling price.  In your response, please address any
implied asset or liability valuation issues.

      * * * * * * * * * * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
have additional comments after reviewing your amendment and
to our comments.

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

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

* the company or filing person 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
respect to the filing; and

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

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

      You may contact Christina M. Harley at (202) 551-3695 or
A. Walker, Jr. at 202-551-3490 if you have questions regarding
comments on the financial statements and related matters.  Please
contact either Jonathan E. Gottlieb at (202) 551-3416 or me at
551-3491 with any other questions.


						Todd K. Schiffman
						Assistant Director

cc. 	Phyllis G. Korff, Esquire
      Skadden, Arps, Slate, Meagher & Flom  LLP
      Four Times Square
      New York, New York 10036

Mark E. Kaplan, Esquire
Cowen Group, Inc.
April 18, 2006
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