Item 2.02. Results of Operations and Financial Condition.

On February 28, 2013, Cowen Group, Inc., a Delaware corporation (the "Company") issued a press release announcing its financial results for the full year and quarter ended December 31, 2012, a copy of which is attached hereto as Exhibit 99.1.

The information in Exhibit 99.1 is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

---

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

99.1 Press Release issued by the Company dated February 28, 2013.

---