October 30, 2009
Via Edgar Transmission
Securities and Exchange Commission
Attn: Adam F. Turk
100 F Street, N.E.
Washington, DC 20549
| Re: | SWS Group, Inc. |
Form S-3 Registration Statement filed October 16, 2009, as amended by Pre-Effective
Amendment No. 1 filed October 30, 2009
File No. 333-162537
Dear Mr. Turk:
On behalf of our client, SWS Group, Inc. (the “Company”), we submit the following response to the letter dated October 29, 2009 containing a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Form S-3 Registration Statement filed October 16, 2009 (the “Registration Statement” or “filing”). For your convenience, we have restated the Staff’s comment below, together with the Company’s response to the comment. Please be advised that the response contained herein, and the information provided herein, has been prepared by, and obtained from, the Company.
The Company hereby acknowledges that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filing. |
| • | The Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing. |
| • | The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Form S-3 Registration Statement filed October 16, 2009
General:
| 1. | We note that you have not filed the statement of eligibility of the trustee as an exhibit to your Form S-3. Please file this in accordance with the requirements of Item 601(b)(25) of Regulation S-K. To the extent you intend to rely upon Section 305(b)(2) of the Trust Indenture Act to designate the trustee on a delayed basis, you must note this in the exhibit list. If you intend to designate the trustee on a delayed basis, please be aware that companies relying upon Section 305(b)(2) must separately file the Form T-1 under the |
electronic form type “305B2.” Refer to Section 220.01 under “1939 Act – General Guidance,” which can be located athttp://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm. |
Response:
The Company has filed Pre-Effective Amendment No. 1 to the Registration Statement to amend the exhibit list to add the statement of eligibility of the trustee, along with a footnoted explanation that it will file such statement in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939.
Should any members of the Staff have any questions or comments concerning the information contained herein, please contact me at the number below.
Very truly yours,
/s/ Darrel A. Rice
Darrel A. Rice
Direct Phone Number: (214) 651-5969
Direct Fax Number: (214) 200-0664
darrel.rice@haynesboone.com
| cc: | Allen R. Tubb |
