Mail Stop 0408


								July 11, 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. 4 to Registration Statement on Form S-1
      File No. 333-132602
      Filed July 6, 2006



Dear Mr. Kaplan:

      We have reviewed your filings and have the following
comments.
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.



General
1. We note your response to comment 1 of our letter to you dated
June
30, 2006.   Please revise your disclosure or amend your agreement
with
Mr. Fennebresque, to state that he will be awarded 6.5 percent as
of
the date of the IPO not as of the date the stock vests.


Overview, page 1
2. We note your response to comment 4 of our letter to you dated
June
30, 2006.  Please revise as follows:
* as we requested, please disclose, in the third paragraph, the
aggregate range of the amount of benefits that Societe Generale
will
receive in connection with the offering and separation;
* quantify the value of the "other benefits" to which you refer in
the
fifth line;
* as we requested, please disclose the effects, both immediate and
prospective, on your financial condition and results of operations
including, on the bottom of page 1, the aggregate increase in
expenses, decreases in revenues increases in taxes;
* quantify, in the first full sentence on page 2, the aggregate
amount
of the expense for the "initial equity awards" including the
expense
in 2007 and 2008;
* state, in the second full paragraph, the aggregate amount of
stock
that you plan to issue as compensation each year; and
* clarify that any award "will," rather than "may" increase the
percentage of stock owned by employees.


Growth Strategy, page 4
3. Please revise the first paragraph to reflect the information on
page 43 concerning your reduction in assets by $234 million, the
"need
to take a selective approach to entering new businesses," and your
potential need to sell stock or issue debt to support your growth
of
fund losses.







Benefits to Our Executive Officers and Other Senior Employees,
page 9
4. We note your response to comment 6 of our letter to you dated
June
30, 2006.  As we requested, please disclose, at the outset of this
section, the range of aggregate value of all benefits.


Benefits to Societe Generale - page 9
5. Please revise the disclosure to reflect the net proceeds from
the
offering in consideration of costs to be paid by SG Americas
Securities Holdings.  In addition, revise the related total amount
of
estimated cash benefits that Societe Generale and its affiliates
will
receive.


Recent Developments - page 10
6. To the extent that second quarter 2006 results of operations
and
cash flows might be material to investors, please provide a
capsule
discussion of significant second quarter matters.


Risk Factors, page 14
7. Please revise the risk factor, on page 17, relating to losses
to
include a discussion of your recent profits of $13 million in 2005
and
your decrease in revenues, increase in expenses, and increase in
tax
rate.
8. Please revise the risk factor, on page 17, relating to the need
for
capital commitments to include a discussion of the risks
associated
with your substantial reduction in capital.
9. We note the risk factor that you added, on page 27, relating to
the
stock ownership of your directors officers and employees.  Please
revise as follows:
* revise the percentage of beneficial ownership to indicate the
range
from 20 to 25 percent; and
* state that this percentage will increase each year because you
plan
to issue additional stock to them as part of their compensation.





Capitalization - page 30
10. Please revise the capitalization table presentation as
follows:
* delete the second sentence of note 1 and disclose that the
2,100,000
shares of restricted stock that will be issued to certain of the
company`s senior employees are unvested;
* state that under generally accepted accounting principles (GAAP)
these shares of unvested common stock are not included in basic
shares
outstanding until they vest and the restrictions lapse; and
* disclose that the restricted shares are treated as potential
common
shares in computing diluted earnings per share, when the effect is
dilutive.


Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 41

Overview, page 41
11. Please delete or revise your claim, on page 42 and elsewhere,
that you intend to maintain your expense relating to compensation
and
benefits to a range of 58 to 60 percent of total revenues.  Adjust
the
range to include all compensation expenses including the expenses
relating to the restricted stock and options that you are
granting.
12. We note your response to comment 6 of our letter to you dated
June
30, 2006.    As we have requested, please revise the second
paragraph
on page 43 to quantify in the aggregate and list individually
using
bullet points the various costs of the separation, transition to a
public company and other expenses and costs including the change
in
taxes for 2006 and for each subsequent year until the stock vests.


Auditor Engagement Letter, page 49
13. We note your response to comment 12 of our letter to you dated
June 30, 2006.  Please provide analysis and more descriptive
detail
regarding the terms of the engagement including, but not limited
to,
the following:
* disclose the forum for the arbitration, the basic differences in
procedure, the differences in remedies and  whether there is any
procedure for appeal;
* explain, in easily understandable terms, the circumstances under
which you are permitted to bring a claim in court;
* clarify whether the agreement limits your right to seek punitive
damages or whether it prohibits you from seeking such damages;
* explain the extent to which shareholders, including those bring
shareholder derivative actions, will be bound by this agreement;
and
* disclose the extent to which this agreement is standard among
public
companies and, if not, explain why you entered into it.
Please provide us with a copy of this letter.




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




      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.
July 11, 2006
Page 6