EXHIBIT 99.6



                   Ladenburg Thalmann Financial Services Inc.
                         590 Madison Avenue, 34th Floor
                            New York, New York 10022


                                                     __________, 2002

To:      Securities Dealers, Commercial Banks, Trust Companies and Other
         Nominees

         This letter is being distributed to securities dealers, commercial
banks, trust companies and other nominees in connection with the offering by
Ladenburg Thalmann Financial Services Inc., a Florida corporation (the
"Company"), of non-transferable subscription rights (the "Subscription Rights")
to purchase an aggregate of ________ shares of common stock, par value $0.0001
per share (the "Common Stock"), at a subscription price of $___ per share of
Common Stock (the "Subscription Price"). The Subscription Rights were initially
distributed on ________, 2002 (the "Subscription Rights"), to all holders of
record of shares of the Company's Common Stock, as well as holders of its
options, warrants and senior convertible promissory notes, as of the close of
business on _______, 2002 (the "Record Date"). Each Subscription Right also
carries the right to over-subscribe at the Subscription Price for an unlimited
number of additional Shares (to the extent available, subject to proration). The
Subscription Rights are described in the enclosed prospectus and evidenced by a
Subscription Rights Certificate registered in your name or in the name of your
nominee.

         Each beneficial owner of shares of Common Stock registered in your name
or the name of your nominee is entitled to one (1) Subscription Right for every
___ shares of Common Stock owned, or deemed owned, by such beneficial owner.

         We are asking you to contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to obtain
instructions with respect to the Subscription Rights.

         Enclosed are copies of the following documents for you to use:

         1.       a prospectus;

         2.       instructions for use of the Company's Subscription Rights
                  Certificates;

         3.       a form of letter from the Company to its shareholders;

         4.       a notice of guaranteed delivery;

         5.       a form of letter which may be sent to your clients for whose
                  accounts you hold the Company's Common Stock registered in
                  your name or in the name of your nominee;

         6.       a beneficial owner election form, on which you may obtain your
                  clients' instructions with regard to the Subscription Rights;

         7.       a nominee holder certification form; and

         8.       a return envelope addressed to American Stock Transfer & Trust
                  Company, as subscription agent.



Your prompt action is requested. The Subscription Rights will expire at 5 p.m.
New York City time on ________, 2002 (the "Expiration Date").

         To exercise Subscription Rights, properly completed and executed
Subscription Rights Certificates and payment in full for all Subscription Rights
exercised must be delivered to the subscription agent as indicated in the
prospectus prior to the Expiration Date, unless the guaranteed delivery
procedures described in the prospectus are followed in lieu of delivery of a
Subscription Rights Certificate prior to the Expiration Date.

         Additional copies of the enclosed materials may be obtained by
contacting Joseph Giovanniello Jr., Secretary of Ladenburg Thalmann Financial
Services Inc., at (212) 409-2544.

                                                     Sincerely,



                                                     ------------------------
                                                     Victor M. Rivas
                                                     President and
                                                     Chief Executive Officer