UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D, dated January 3, 2011 (“Amendment No. 2”), amends the Schedule 13D originally filed on November 12, 2009 (the “Original 13D”), as amended, by RCG Holdings LLC, a Delaware limited liability company (“RCG”), C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), which serves as managing member of RCG, Peter A. Cohen, who serves as one of the managing members of C4S, Morgan B. Stark, who serves as one of the managing members of C4S, Jeffrey M. Solomon, who serves as one of the managing members of C4S and Thomas W. Strauss, who serves as one of the managing members of C4S. This Amendment No. 2 relates to the Class A common stock, par value $0.01 per share (the “Shares”), of Cowen Group, Inc., a Delaware corporation (the “Issuer”), with principal executive offices at 599 Lexington Avenue, 20th Floor, New York, New York 10022.  Capitalized terms used but not defined herein have the meaning ascribed thereto in the Original 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 75,452,527 Shares outstanding as of December 1, 2010, which figure is based on the Issuer’s Pre-Effective Amendment No. 2 to Registration Statement on Form S-3 filed on December 2, 2010.

A. RCG

(a) RCG is the beneficial owner for purposes of Rule 13d-3 of 33,576,099 Shares, which it owns directly.

Percentage: Approximately 44.5%.

(b) 1. Sole power to vote or direct vote: 33,576,099

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 33,576,099

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by RCG in the past 60 days are as follows:

·      On December 29, 2010, RCG distributed 3,676,072 Shares to certain non-affiliate members of RCG, Stephen Lasota, the Chief Financial Officer of the Issuer, and Jerome S. Markowitz, a member of the Board of Directors of the Issuer, each of whom has withdrawn one-third of their capital from RCG as of December 31, 2010.

B. C4S

(a) C4S, as the managing member of RCG, may be deemed the beneficial owner for purposes of Rule 13d-3 of the 33,576,099 Shares owned by RCG.

Percentage: Approximately 44.5%.

(b) 1. Sole power to vote or direct vote: 33,576,099

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 33,576,099

4. Shared power to dispose or direct the disposition: 0

(c) C4S has not entered into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of RCG are as follows:

·      On December 29, 2010, RCG distributed 3,676,072 Shares to certain non-affiliate members of RCG, Stephen Lasota, the Chief Financial Officer of the Issuer, and Jerome S. Markowitz, a member of the Board of Directors of the Issuer, each of whom has withdrawn one-third of their capital from RCG as of December 31, 2010.

C. Messrs. Cohen, Stark, Strauss and Solomon

(a) Each of Messrs. Cohen, Stark, Strauss and Solomon, as a managing member of C4S, may be deemed the beneficial owner for purposes of Rule 13d-3 of the 33,576,099 Shares owned by RCG.

Percentage: Approximately 44.5%.

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 33,576,099

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 33,576,099

(c) None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares in the past 60 days.  The transactions in the Shares in the past 60 days on behalf of RCG are as follows:

·      On December 29, 2010, RCG distributed 3,676,072 Shares to certain non-affiliate members of RCG, Stephen Lasota, the Chief Financial Officer of the Issuer, and Jerome S. Markowitz, a member of the Board of Directors of the Issuer, each of whom has withdrawn one-third of their capital from RCG as of December 31, 2010.

(d) Certain members of RCG other than the Reporting Persons have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, certain Shares of Class A Common Stock that are held by RCG and that are allocated to them in connection with their ownership interest in RCG; however, these rights are limited by certain restrictions, as described in Item 6 below.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

On December 29, 2010, RCG distributed 3,676,072 Shares attributable to certain RCG members to satisfy the withdrawal requests of these RCG members who are withdrawing one-third of their capital from RCG as of December 31, 2010.

Following the distribution, RCG holds 33,576,099 Shares.

Dated: January 3, 2011

RCG HOLDINGS LLC

By:

C4S & Co., L.L.C.,

as managing member

By:

/s/ Owen S. Littman

Name:

Owen S. Littman

Title:

Attorney-in-fact for Jeffrey M. Solomon, as Managing Member*

C4S & CO., L.L.C.

By:

/s/ Owen S. Littman

Name:

Owen S. Littman

Title:

Attorney-in-fact for Jeffrey M. Solomon, as Managing Member*

JEFFREY M. SOLOMON

By:

/s/ Owen S. Littman

Name:

Owen S. Littman

Title:

Attorney-in-fact*

PETER A. COHEN

By:

/s/ Owen S. Littman

Name:

Owen S. Littman

Title:

Attorney-in-fact*

MORGAN B. STARK

By:

/s/ Owen S. Littman

Name:

Owen S. Littman

Title:

Attorney-in-fact*

THOMAS W. STRAUSS

By:

/s/ Owen S. Littman

Name:

Owen S. Littman

Title:

Attorney-in-fact*