Mail Stop 0408

								June 15, 2006

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

Re: 	Cowen Group, Inc.
      Amendment No. 2 to Registration Statement on Form S-1
      File No. 333-132602
      Filed June 12, 2006

Dear Mr. Kaplan:

      We have reviewed your filings and have the following initial
comments which we are providing to you to accommodate your
we will issue additional comments in a separate letter.  Where
indicated, we think you should revise your documents in response
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
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.

The Offering, page 9

1. Please revise note 2 to state the number of restricted shares
to state that the number of shares to be outstanding after this
offering includes the sale of up to 1,682,608 shares of common
which the underwriters have the option to purchase from SG
Securities Holdings.

Recent Developments

2. Consider presenting a recent developments section to address
second quarter.

Summary of Combined Financial Data, page 10

3. Revise the pro forma earnings (loss) per share to reflect the
amount of 15 million common shares outstanding after the offering.
addition, related changes should be made to the Unaudited Pro
Combined Operating Information appearing on pages 29-35.

Capitalization, page 26

4. Please revise to expand the capitalization table to present the
amount of authorized and outstanding preferred and common shares,
value $0.01 per share.  In addition, expand the headnote to state
the number of shares outstanding after this offering includes the
of up to 1,682,608 shares of common stock which the underwriters
the option to purchase from SG Americas Securities Holdings and
the numerical allocation of pro forma stockholders` equity between
common stock and retained earnings as necessary.

Unaudited Pro Forma Combined Financial Information
Notes, pages 29-31

5. Please revise the notes to the unaudited pro forma combined
financial information to clearly specify all numerical components
in the calculation of adjustments for the periods presented.

Basis Of Presentation, pages 42-43

6. We note that you disclose that you are a party to two
arrangements and that you may enter into additional unbundling
arrangements in the future.  Please revise the disclosure to state
you compile your cost information for unbundling arrangements and
you would allocate those costs between costs of services and
and administrative expenses.

Basis of Presentation, page 43

7. Please revise your discussion of income statement presentation
include the key ideas about your costs` relation to revenues and
you use cost information for pricing services that you presented
paragraphs 2 and 3 of your June 12, 2006 response to our comment

Shares Eligible for Future Sale, page 125

8. If correct, please revise to state that of the 15 million
11,217,392 shares of common stock sold in this offering (or
shares if the underwriters` option to purchase additional shares
exercised in full) will be fully tradable.

Financial Statements

Combined Statements of Operations
Revenues, Other Revenues, and Expenses, page F-4

9. We note your response to our comment 27 of our letter to you
June 6, 2006.  We recognize that your presentation of the results
operations is consistent with what appears to be an industry
that has developed.  We believe this industry practice conflicts
the guidance set forth in Article 5 of Regulation S-X.  Based upon
representations you have provided to us regarding the undue burden
comply with Regulation S-X, we do not object to your presentation
the results of your operations at this time.

Combined Statements of Operations, pages F-4 and F-36 and
Note 2, Other Revenue, page F-12

10. Refer to paragraphs 78 and 82 of FASB Concept Statement 6.
Changes from increases in cash surrender value of life insurance
appear peripheral to your business.  Please revise the audited and
interim unaudited statements of operations and the description of
related accounting policy to reclassify the cash surrender value
increases from revenues to operating or nonoperating gains, as

11. Please consider revising the line item descriptions of
revenues on
the statements of operations to provide a separate line item for
revenues from portfolio management.

12. In view of the significance of the increases in cash surrender
value to 2006 quarterly results; please tell us the amounts
for the 2006 and 2005 quarterly periods and for the year 2005.

13. Please revise the discussions of revenues and other income on
pages 45 and 50 to be consistent with your revisions in response
the previous comments.

Note 8, Unaudited Pro Forma Condensed Combined Statement of
Condition, pages F-48-F-50

14. Please revise to state if correct, that the adjustment
the capital contribution from SG Americas Securities Holdings from
assumption of liabilities related to our employees under the SG
Merchant Banking Coinvestment Plan and SG Cowen Ventures I, L.P.,
the amounts of $4.5 million and $0.6 million, respectively.

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

      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.
June 15, 2006
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