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                              May 5, 2023

       Brad K. Heppner
       Chief Executive Officer
       The Beneficient Company Group, L.P.
       325 N. Saint Paul Street, Suite 4850
       Dallas, TX 75201

                                                        Re: The Beneficient
Company Group, L.P.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed April 19,
2023
                                                            File No. 333-268741

       Dear Brad K. Heppner:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
24, 2023 letter.

       Form S-4/A filed April 19, 2023

       General

   1.                                                   We continue to consider
your responses to comments regarding your status as an
                                                           investment company
 as defined in the Investment Company Act of 1940 and may have
                                                        further comments.
   2.                                                   Please make each and
every reference to the Office of the State Bank Commissioner, or
                                                        OSBC, in your
prospectus explicitly clear that it is your subsidiary BFF that is regulated
                                                        by that body, to avoid
any implication that it regulates the entire Beneficient company.
 Brad K. Heppner
FirstName  LastNameBrad
                Company K. Heppner
The Beneficient         Group,  L.P.
Comapany
May  5, 2023NameThe Beneficient Company Group, L.P.
May 5,
Page 2 2023 Page 2
FirstName LastName
GWG filed a voluntary petition for reorganization under Chapter 11 of the
United States
Bankruptcy Code, page 56

3.       We note your revised disclosure in response to comment 6. Please
disclose here the
         specific ways in which the uncertainties and risks associated with the
Chapter 11 Cases
         and the OCB   s motion has negatively impacted investors
willingness to engage with you.
       You may contact Ben Phippen at 202-551-3697 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with
any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance
cc:      Matthew L. Fry