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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Schedule TO

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

*

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 10 million outstanding shares of Common Stock, par value $0.01, are being purchased at the maximum possible tender offer price of $1.55 per share.

**

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.

o

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.

Amount Previously Paid:
Form of Registration No.:
Filing Party:
Date Filed:

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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SCHEDULE TO

        This Tender Offer Statement on Schedule TO relates to the tender offer by Gleacher & Company, Inc., a Delaware corporation ("Gleacher" or the "Company"), to purchase up to 10 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 $1.30 and not more than $1.55, 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"), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the "Letter of Transmittal"), a copy of which is filed herewith as Exhibit (a)(1)(B), which together, as each may be amended or supplemented from time to time, constitute the "Tender Offer." The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1.    Summary Term Sheet.

        Reference is made to the information set forth under "Summary Term Sheet" in the Offer to Purchase, which is incorporated herein by reference.

Item 2.    Subject Company Information.

        (a) The name of the issuer is Gleacher & Company, Inc. The address and telephone number of Gleacher is set forth under Item 3.

        (b) Reference is made to the information set forth under "Introduction" in the Offer to Purchase, which is incorporated herein by reference.

        (c) Reference is made to the information set forth in the Offer to Purchase under Section 8 ("Price Range of Shares; Dividends"), which is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person.

        Gleacher is the filing person. The address of Gleacher's principal executive office is 1290 Avenue of the Americas, New York, New York, 10104. The telephone number of Gleacher's principal executive office is (212) 273-7100. Reference is made to the information set forth in the Offer to Purchase under Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares"), which is incorporated herein by reference.

Item 4.    Terms of the Transaction.

        (a) Reference is made to the information set forth in the Offer to Purchase under the following headings, with such information being incorporated herein by reference:

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Summary Term Sheet;



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Introduction;



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Section 1 ("Number of Shares; Proration");



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Section 2 ("Purpose of the Tender Offer; Certain Effects of the Tender Offer");



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Section 3 ("Procedures for Tendering Shares");



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Section 4 ("Withdrawal Rights");



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Section 5 ("Purchase of Shares and Payment of Purchase Price");



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Section 6 ("Conditional Tender of Shares");



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Section 7 ("Conditions of the Tender Offer");

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Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares");



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Section 13 ("Certain U.S. Federal Income Tax Consequences"); and



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Section 14 ("Extension of the Tender Offer; Termination; Amendment").

        (b) Reference is made to the information set forth under "Introduction" in the Offer to Purchase and under Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") in the Offer to Purchase, which is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

        Reference is made to the information set forth under Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") in the Offer to Purchase, which is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

        (a), (b) and (c) Reference is made to the information set forth in the "Summary Term Sheet," under Section 2 ("Purpose of the Tender Offer; Certain Effects of the Tender Offer") and under Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") in the Offer to Purchase, which is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration.

        (a), (b) and (d) Reference is made to the information set forth under Section 9 ("Source and Amount of Funds") in the Offer to Purchase, which is incorporated herein by reference.

Item 8.    Interest in Securities of the Subject Company.

        (a) and (b) Reference is made to the information set forth under Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") in the Offer to Purchase, which is incorporated herein by reference.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

        Reference is made to the information set forth in the "Summary Term Sheet" and under Section 15 ("Fees and Expenses") in the Offer to Purchase, which is incorporated herein by reference.

Item 10.    Financial Statements.

        Not applicable.

Item 11.    Additional Information.

        (a) Reference is made to the information set forth in Section 10 ("Certain Information Concerning Us"), Section 11 ("Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") and Section 12 ("Legal Matters; Regulatory Approvals") in the Offer to Purchase, which is incorporated herein by reference.

        (b) Reference is made to the information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, which is incorporated herein by reference.

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Item 12.    Exhibits.

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Item 13.    Information Required by Schedule 13E-3.

        Not applicable.

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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: September 14, 2011

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EXHIBIT INDEX

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SCHEDULE TO

Item 1. Summary Term Sheet.
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
Item 4. Terms of the Transaction.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 8. Interest in Securities of the Subject Company.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURE
EXHIBIT INDEX