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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

December 15, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance


MF Global Ltd.
Incoming letter dated December 10, 2009

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • MFG Delaware may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act.

  • The Division will not object if MFG Delaware, as successor to MFG Bermuda, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by MFG Bermuda's currently effective registration statements on Form S-3, Form S-4, and Form S-8, provided that MFG Delaware adopts MFG Bermuda's registration statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.

  • The Domestication will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act, and MFG Delaware will be an "accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.

  • MFG Delaware may take into account MFG Bermuda's Exchange Act reporting history in determining its eligibility to use Forms S-3 and S-8.

  • Persons who have filed ownership reports on Schedule 13D or 13G for MFG Bermuda shares will not be required to file any additional or amended statements on Schedule 13D or 13G as a result of the Domestication, provided they note in their next subsequent filing that MFG Delaware is the successor to MFG Bermuda.

  • MFG Bermuda's Exchange Act reporting history may be taken into account when determining MFG Delaware's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.

  • Average weekly reported trading volume in MFG Bermuda's securities during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


Gregory S. Belliston
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/16/2009