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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Schedule TO
(Amendment No. 2)

Tender Offer Statement under Section 14(d)(1) or
13(e)(1) of the Securities Exchange Act of 1934

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GLEACHER & COMPANY, INC.
(Name of Issuer)

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Gleacher & Company, Inc. (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, $0.01 Par Value
(Title of Class of Securities)

377341102
(CUSIP Number of Class of Securities)

Patricia Arciero-Craig
General Counsel and Secretary
1290 Avenue of the Americas
New York, New York 10104
(212) 273-7100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)

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Copy to:

Nicholas G. Demmo, Esq.
Wachtell, Lipton, Rosen, & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

CALCULATION OF FILING FEE

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Calculated solely for the purpose of determining the amount of the filing fee. Pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated assuming that 6 million outstanding shares of Common Stock, par value $0.01, are being purchased at the maximum possible tender offer price of $1.35 per share.

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The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.00011610.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

third-party tender offer subject to Rule 14d-1

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issuer tender offer subject to Rule 13e-4

o

going-private transaction subject to Rule 13e-3

o

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

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INTRODUCTION

        This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the "SEC") on September 14, 2011 and amended by Amendment No. 1 filed with the SEC on October 3, 2011 (as amended, the "Schedule TO") by Gleacher & Company, Inc., a Delaware corporation ("Gleacher" or the "Company"). The Schedule TO relates to the tender offer by Gleacher to purchase up to 6 million shares of its common stock, $0.01 par value per share (the "shares"), or such lesser number of shares as are properly tendered and not properly withdrawn, at a price per share of not less than $1.25 and not more than $1.35, net to the seller in cash, without interest and subject to any applicable withholding taxes. Gleacher's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 14, 2011 (as amended or supplemented from time to time, the "Offer to Purchase") and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the "Letter of Transmittal"), which together, as each may be amended or supplemented from time to time, constitute the "Tender Offer."

        All information in the Tender Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 2, except that such information is hereby amended and supplemented to the extent specifically provided for herein.

Items 1 and 4.    Summary Term Sheet; Terms of Transaction

        Items 1 and 4 of the Schedule TO is hereby amended and supplemented as follows:

        On November 3, 2011, Gleacher announced that it is amending its previously announced Tender Offer. Gleacher is now offering to purchase up to 6 million shares, or 4.71%, of its outstanding common stock at a price per share of not less than $1.25 and not more than $1.35. Under the previous terms of the Tender Offer, Gleacher offered to purchase up to 10 million shares at a price per share of not less than $1.30 and not more than $1.55. In addition, Gleacher announced that it has extended the Expiration Date of the Tender Offer until 12:00 midnight, New York City time, on November 22, 2011, unless further extended or withdrawn. A copy of the press release is filed as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.

Item 12.    Exhibits

        Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit to the exhibit index:

        (a)(5)(B)        Press Release, dated November 3, 2011

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2011

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EXHIBIT INDEX

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Previously filed with the Schedule TO on September 14, 2011.

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INTRODUCTION

Items 1 and 4. Summary Term Sheet; Terms of Transaction
Item 12. Exhibits

SIGNATURE
EXHIBIT INDEX