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
schedule;
we will issue additional comments in a separate letter.  Where
indicated, we think you should revise 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.
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.


The Offering, page 9

1. Please revise note 2 to state the number of restricted shares
and
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
stock
which the underwriters have the option to purchase from SG
Americas
Securities Holdings.


Recent Developments

2. Consider presenting a recent developments section to address
the
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.
In
addition, related changes should be made to the Unaudited Pro
Forma
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,
par
value $0.01 per share.  In addition, expand the headnote to state
that
the number of shares outstanding after this offering includes the
sale
of up to 1,682,608 shares of common stock which the underwriters
have
the option to purchase from SG Americas Securities Holdings and
adjust
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
used
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
unbundling
arrangements and that you may enter into additional unbundling
arrangements in the future.  Please revise the disclosure to state
how
you compile your cost information for unbundling arrangements and
how
you would allocate those costs between costs of services and
general
and administrative expenses.


Basis of Presentation, page 43

7. Please revise your discussion of income statement presentation
to
include the key ideas about your costs` relation to revenues and
how
you use cost information for pricing services that you presented
in
paragraphs 2 and 3 of your June 12, 2006 response to our comment
27.


Shares Eligible for Future Sale, page 125

8. If correct, please revise to state that of the 15 million
shares
11,217,392 shares of common stock sold in this offering (or
12,900,000
shares if the underwriters` option to purchase additional shares
is
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
dated
June 6, 2006.  We recognize that your presentation of the results
of
operations is consistent with what appears to be an industry
practice
that has developed.  We believe this industry practice conflicts
with
the guidance set forth in Article 5 of Regulation S-X.  Based upon
the
representations you have provided to us regarding the undue burden
to
comply with Regulation S-X, we do not object to your presentation
of
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
the
related accounting policy to reclassify the cash surrender value
increases from revenues to operating or nonoperating gains, as
appropriate.

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
recorded
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
to
the previous comments.


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

14. Please revise to state if correct, that the adjustment
reflects
the capital contribution from SG Americas Securities Holdings from
its
assumption of liabilities related to our employees under the SG
Merchant Banking Coinvestment Plan and SG Cowen Ventures I, L.P.,
in
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
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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	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
with
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
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.

      You may contact Christina M. Harley at (202) 551-3695 or
Donald
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
(202)
551-3491 with any other questions.


						Sincerely,



						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
Page 5