January 31, 2007


By facsimile to (212) 818-8881 and U.S. Mail


Ms. Diane Chillemi
Vice President and Chief Financial Officer
Ladenburg Thalmann Financial Services Inc.
4400 Biscayne Boulevard, 12th Floor
Miami, FL 33137

Re:	Ladenburg Thalmann Financial Services Inc.
	Pre-effective Amendment 2 to Registration Statement on Form
S-3
	Filed January 26, 2007
File No. 333-139244

Dear Ms. Chillemi:

	We reviewed the filing and have the comments below.

  Selling Shareholders, page 13

1. Item 403 of Regulation S-K requires disclosure of all
beneficial
owners, with reference to beneficial ownership as it is defined in
Rule 13d-3 under the Exchange Act.  Thus, for a selling
shareholder
such as GNB Associates, Inc., identify the natural person or
persons
having sole or shared voting and investment control over the
securities held by the beneficial owner.

2. Refer to comment 3 in our December 29, 2006 letter.  If GNB
Associates, Inc. is a broker-dealer`s affiliate, confirm that GNB
Associates, Inc.:

* Purchased in the ordinary course of business the securities to
be
resold.

* Had no agreements or understandings, directly or indirectly,
with
any person to distribute the securities at the time of their
purchase.

We note the disclosure in this section`s last paragraph.

3. We assume that the reference in footnote 5 to footnote 9 rather
than footnote 4 is inadvertent.  Please revise or advise.

Closing

	File an amendment to the S-3 in response to the comments.  To
expedite our review, LTS may wish to provide us three marked
courtesy
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If LTS thinks that
compliance with any of the comments is inappropriate, provide the
basis in the letter.  We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since LTS and its management are in possession
of
all facts relating to the disclosure in the registration
statement,
they are responsible for the adequacy and accuracy of the
disclosures
that they have made.

      If LTS requests acceleration of the registration statement`s
effectiveness, LTS should furnish a letter at the time of the
request
acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve LTS from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.

* LTS may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that LTS provides us in our review of the registration
statement or in response to our comments on the registration
statement.



We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or me at (202)
551-3760.

Very truly yours,




Pamela A. Long
					     Assistant Director

cc:	David Alan Miller, Esq.
	Graubard Miller
	The Chrysler Building
	405 Lexington Avenue
	New York, NY 10174



Ms. Diane Chillemi
January 31, 2007
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE