Ellington Financial LLC

53 Forest Avenue

Old Greenwich, Connecticut 06870

October 5, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Thomas Kluck

 

RE:

Ellington Financial LLC

Registration Statement on Form S-11 (File No. 333-160562)

Dear Mr. Kluck:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ellington Financial LLC (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 4:00 p.m., Eastern time, on October 7, 2010 or as soon thereafter as practicable.

The Company acknowledges the following:

 

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

•

the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of such effectiveness by a telephone call to Daniel M. LeBey at (804) 788-7366 and such effectiveness also be confirmed in writing.

 

 

cc:

Laurence Penn

Daniel Margolis, Esq.

Daniel M. LeBey, Esq.

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

October 5, 2010

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Thomas Kluck

 

Re:	Ellington Financial LLC

Registration Statement on Form S-11 (File No. 333-160562)

Dear Mr. Kluck:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Deutsche Bank Securities Inc., as representative of the several Underwriters, hereby joins in the request of Ellington Financial LLC (the “Company”) that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on October 7, 2010 at 4:00 p.m., New York City time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the General Rules and Regulations under the Securities Act, we wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus, dated October 4, 2010, through October 7, 2010, estimated as follows:

Preliminary Prospectus dated October 4, 2010

Approximately 1,200 copies to prospective underwriters, institutional investors, dealers, individuals and others.

The undersigned, as representative of the several Underwriters, has and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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