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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2009

RODMAN & RENSHAW CAPITAL GROUP, INC.
(Exact name of Registrant as specified in its charter)

Delaware   001-33737   84-1374481
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
 
 
 
1251 Avenue of the Americas, New York, New York        10020
(Address Of Principal Executive Office)   (Zip Code)
     
Registrant's telephone number, including area code (212) 356-0500 
     
     
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.   Other Events.

      On March 25, 2009, Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) issued the press release attached hereto as Exhibit 99.1 with respect to the termination of its pursuit of a business combination with Cowen Group, Inc.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit    
No.                                 Description
99.1   Press release, dated March 25, 2009.

* * * * *


SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rodman & Renshaw Capital Group, Inc.



Dated: March 25, 2009 By: /s/ Edward Rubin  
    Edward Rubin
    Chief Executive Officer