FCStone Group, Inc.
2829 Westown Parkway, Suite 200
West Des Moines, Iowa 50266
January 11, 2005
Karen J. Garnett
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | FCStone Group, Inc. |
| Form S-4 Registration Statement |
| Filed August 18, 2004 |
| File No. 333-118342 |
| Form 8-A Registration Statement |
| Filed December 31, 2004 |
| File No. 000-51099 |
Dear Ms. Garnett:
In accordance with Rule 461 under the Securities Act of 1933, FCStone Group, Inc. (the “Company”) hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-4 to January 12, 2005, at 4:30 p.m. (Washington D.C. time), or as soon thereafter as practicable. Pursuant to Rule 12d1-2 under the Securities Exchange Act of 1934, the Company’s Registration Statement on Form 8-A shall become effective automatically upon effectiveness of the Company’s Registration Statement on Form S-4.
The Company 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 a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Further, we are confirming that the Company has considered all information available to it as of the date hereof, including preliminary financial information for the Company’s first fiscal quarter ended November 30, 2004, and has determined that no additional information is required to be included in the Registration Statement to comply with the requirements thereof.
Please do not hesitate to call our counsel, Craig L. Evans (816-559-2478), with any questions you may have.
Very truly yours,
FCSTONE GROUP, INC. | ||
| By: | /S/ ROBERT V. JOHNSON | |
| Robert V. Johnson, Executive Vice President and Chief Financial Officer | ||
