As filed with the Securities and Exchange Commission on June 24, 2008

                                                           Registration No. 333-
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                    KBW, INC.
             (Exact name of Registrant as specified in its charter)

                                   ----------

                Delaware                               13-4055775
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

           787 Seventh Avenue,
           New York, New York.                            10019
(Address of Principal Executive Offices)               (Zip Code)

                                    KBW, INC.
                        2008 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                                   ----------

                              Mitchell B. Kleinman
                  General Counsel and Executive Vice President
                                    KBW, Inc.
                               787 Seventh Avenue,
                            New York, New York 10019
                     (Name and address of agent for service)

                                   ----------

                                 (212) 887-7777
          (Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                                Kenneth A. Raskin
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                 (212) 819-8200

                                   ----------

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

<TABLE>
<S>                                                                           <C>
Large accelerated filer [X]                                                   Accelerated filer [ ]
Non-accelerated filer   [ ] (Do not check if a smaller reporting company)     Smaller reporting company [ ]
</TABLE>

================================================================================
<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                   Proposed
                                                                    maximum
                                                Proposed maximum   aggregate
    Title of each class of       Amount to be    offering price    offering         Amount of
  securities to be registered     registered       per share         price       registration fee
-------------------------------  -------------  ---------------- --------------  -----------------
<S>                              <C>            <C>              <C>             <C>
 Common Stock, $0.01 par value   1,500,000(1)       $22.72(2)    $34,080,000.00     $1,339.64(2)
===============================  =============  ================ ==============  =================
</TABLE>

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the
     "Securities Act"), this Registration Statement shall also cover any
     additional shares which become issuable under the KBW, Inc. 2008 Employee
     Stock Purchase Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without receipt of
     consideration which results in an increase in the number of outstanding
     shares.

(2)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act on the basis of
     the average of the high and low prices of the Registrant's common stock as
     quoted on the New York Stock Exchange on June 18, 2008.

                                                                               2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in this Part I (plan
information and registration information and employee plan annual information)
will be sent or given to employees as specified by the Securities and Exchange
Commission (the "Commission") pursuant to Rule 428(b)(1) of the Securities Act.
Such documents are not required to be and are not filed with the Commission
either as part of this registration statement (the "Registration Statement") or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. The
Registrant will provide a written statement to participants advising them of the
availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II hereof and including the
statement in the preceding sentence. The written statement to all participants
will indicate the availability without charge, upon written or oral request, of
other documents required to be delivered pursuant to Rule 428(b), and will
include the address and telephone number to which the request is to be directed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     KBW, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following:

(a)  the Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 2007, filed with the Securities and Exchange Commission (the
     "Commission") on February 27, 2008;

(b)  the Company's all other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
     the end of the fiscal year covered by the document referred to in (a)
     above; and

(c)  the description of the Company's common stock contained in the Company's
     Registration Statement on Form S-1 (File No. 333-136509) filed with the
     Commission on August 11, 2006, as amended, which description is
     incorporated by reference into the Form 8-A filed with the Commission on
     November 8, 2006 pursuant to the Exchange Act, and any amendment or report
     filed for the purpose of further updating such description.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregister all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Nothing in this Registration
Statement shall be deemed to incorporate information furnished but not filed on
Form 8-K.

         Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to the General Counsel of the Registrant at its principal
offices, 787 Seventh Avenue, 4th Floor, New York, New York, 10019, U.S.A.,
telephone number (212) 887-7777.

                                                                               3
<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the shares offered hereby has been passed upon for the
Company by Mitchell B. Kleinman, General Counsel of the Company. As of June
24, 2008, Mr. Kleinman was the beneficial owner of 301,970 shares of common
stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law authorizes and
empowers a Delaware corporation to indemnify its directors, officers, employees
and agents against liabilities incurred in connection with, and related expenses
resulting from, any claim, action or suit brought against any such person as a
result of his or her relationship with the corporation, provided that such
persons acted in good faith and in a manner such person reasonably believed to
be in, and not opposed to, the best interests of the corporation in connection
with the acts or events on which such claim, action or suit is based. The
finding of either civil or criminal liability on the part of such person in
connection with such acts or events is not necessarily determinative of the
question of whether such person has met the required standard of conduct and is,
accordingly, entitled to be indemnified.

         The Company's amended and restated certificate of incorporation
provides for indemnification of its directors and officers to the fullest extent
permitted under Delaware law. In addition, change of control agreements entered
into by and between the Company and each of Mitchell B. Kleinman and Robert
Giambrone, executive officers of the Company, provide that, in the event of a
change of control event (as defined in the agreements), during the employment of
such executive and for seven years following his date of termination, the
Company shall provide the executive with indemnification and directors' and
officers' liability insurance coverage as in effect at any time during the
120-day period immediately preceding a change of control of the Company, or, if
more favorable to the executive, as in effect generally at any time thereafter
with respect to other peer executives, or directors, of the Company and
affiliated companies. These indemnification provisions may be sufficiently broad
to permit indemnification of executive officers and directors for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholder for monetary damages for breach of fiduciary duty as a director,
except for liability: (1) for any breach of the director's duty of loyalty to
the company or its stockholders; (2) for acts or omissions not in good faith or
which include intentional misconduct or a knowing violation of law; (3) under
Section 174 of the Delaware General Corporation Law (certain unlawful payments
of dividend or unlawful stock purchases or redemptions); or (4) for any
transaction from which the director derived an improper personal benefit. The
Company's amended and restated certificate of incorporation includes such a
provision.

         Section 145(g) of the Delaware General Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against the
person in any such capacity, or arising out of the person's status as such,
whether or not the corporation would have the power to indemnify such person
against such liability under the provisions of the law. The Company maintains
standard policies of insurance under which coverage is provided, subject to the
terms and conditions of such policies: (1) to its directors and officers against
loss arising from claims made by reason of breach of duty or other wrongful act;
and (2) to the Company with respect to payments that may be made by the Company
to such officers and directors pursuant to the above indemnification provisions
or otherwise as a matter of law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                                                               4
<PAGE>
Item 8.  Exhibits.

         The exhibits listed on the exhibit index at the end of this
Registration Statement are included in this Registration Statement.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)   To include any prospectus required by section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement; and

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  reports filed with or furnished to the Commission by the
                  Registrant pursuant to section 13 or section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement;

              (2) That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

              (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering;

         (b)  The undersigned Registrant hereby undertakes that, for the purpose
              of determining liability under the Securities Act, each filing of
              the Registrant's annual report pursuant to section 13(a) or
              section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              section 15(d) of the Exchange Act) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof; and

         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Commission such indemnification is against
              public policy as expressed in the Securities Act and is,
              therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the Registrant of expenses incurred or paid by a director,
              officer or controlling person of the Registrant in the successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered, the Registrant will, unless in the
              opinion of its counsel the matter has been settled by controlling
              precedent, submit to a court of appropriate jurisdiction the
              question whether such indemnification by it is against public
              policy as expressed in the Securities Act and will be governed by
              the final adjudication of such issue.

                                                                               5
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 24th day of June,
2008.

                                                  KBW, INC.


                                                  By: /s/ John G. Duffy
                                                      --------------------------
                                                  Name:  John G. Duffy
                                                  Title: Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and
appoint John G. Duffy, Robert Giambrone, Mitchell B. Kleinman and Brian W.
Heller, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution, to do any and all acts and things and
execute, in the name of the undersigned, any and all instruments which said
attorney-in-fact and agent may deem necessary or advisable in order to enable
the Company to comply with the Securities Act, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing with the Securities and Exchange Commission of this registration
statement on Form S-8 under the Securities Act, including specifically but
without limitation, power and authority to sign the name of the undersigned to
such registration statement, and any amendments to such registration statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities
regulatory body, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
securities laws, including without limitation state securities laws, and to file
the same, together with other documents in connection therewith with the
appropriate authorities, including without limitation state securities
authorities, granting unto said attorney-in-fact and agent, full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                      Title                                             Date
---------------------------    ----------------------------------------------    ---------------
<S>                            <C>                                               <C>
/s/ John G. Duffy              Director, Chairman and Chief Executive Officer    June 24, 2008
---------------------------    (Principal executive officer)
John G. Duffy

/s/ Robert Giambrone           Chief Financial and Administrative Officer and    June 24, 2008
---------------------------    Executive Vice President
Robert Giambrone               (Principal financial and accounting officer)

/s/ Andrew M. Senchak          Director, Vice Chairman and President             June 24, 2008
---------------------------
Andrew M. Senchak

/s/ Thomas B. Michaud          Director, Vice Chairman and Chief Operating       June 24, 2008
---------------------------    Officer
Thomas B. Michaud

/s/ Daniel M. Healy            Director                                          June 24, 2008
---------------------------
Daniel M. Healy

/s/ Michael J. Zimmerman       Director                                          June 24, 2008
---------------------------
Michael J. Zimmerman

/s/ James K. Schmidt           Director                                          June 24, 2008
---------------------------
James K. Schmidt
</TABLE>

                                                                               6
<PAGE>
<TABLE>
<CAPTION>
Signature                      Title                                             Date
---------------------------    ----------------------------------------------    ---------------
<S>                            <C>                                               <C>

/s/ Christopher M. Condron     Director                                          June 24, 2008
---------------------------
Christopher M. Condron
</TABLE>

                                                                               7
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number       Description of Documents
---------    -------------------------------------------------------------------
4.1          Second Amended and Restated Certificate of Incorporation of KBW,
             Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's
             quarterly report on Form 10-Q with respect to the quarter ended
             September 30, 2007, filed on November 13, 2007)

4.2          Amended and Restated Bylaws of KBW, Inc. (incorporated by reference
             to Exhibit 3.2 to the Registrant's quarterly report on Form 10-Q
             with respect to the quarter ended September 30, 2006, filed on
             December 15, 2006)

4.3          Specimen Common Stock Certificate of KBW, Inc. (incorporated by
             reference to Exhibit 4.1 to the Registrant's registration statement
             on Form S-1/A (No. 333-136509) filed on September 28, 2006)

4.4          Second Amended and Restated Stockholders' Agreement (incorporated
             by reference to Exhibit 4.1 to the Registrant's quarterly report on
             Form 10-Q with respect to the quarter ended September 30, 2006
             filed on December 15, 2006)

5.1          Opinion of Mitchell B. Kleinman, General Counsel of the Registrant

23.1         Consent of KPMG LLP

23.2         Consent of General Counsel (included as part of Exhibit 5.1)

24           Power of Attorney (included in signature page of this Registration
             Statement)

99.1         KBW, Inc. 2008 Employee Stock Purchase Plan (incorporated by
             reference to Exhibit 10.1 of the Registrant's current report on
             Form 8-K filed on June 9, 2008)

                                                                               8
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25308}]
{"company-data": {"conformed-name": "KBW, INC.", "cik": "0001063494", "assigned-sic": "6211", "irs-number": "134055775", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-151864", "film-number": "08913355"}, "business-address": {"street1": "787 SEVENTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "212887-7777"}, "mail-address": {"street1": "787 SEVENTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "KBW INC", "date-changed": "19980605"}}
As filed with the Securities and Exchange Commission on June 24, 2008

                                                           Registration No. 333-
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                    KBW, INC.
             (Exact name of Registrant as specified in its charter)

                                   ----------

                Delaware                               13-4055775
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

           787 Seventh Avenue,
           New York, New York.                            10019
(Address of Principal Executive Offices)               (Zip Code)

                                    KBW, INC.
                        2008 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                                   ----------

                              Mitchell B. Kleinman
                  General Counsel and Executive Vice President
                                    KBW, Inc.
                               787 Seventh Avenue,
                            New York, New York 10019
                     (Name and address of agent for service)

                                   ----------

                                 (212) 887-7777
          (Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                                Kenneth A. Raskin
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                 (212) 819-8200

                                   ----------

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X]                                                   Accelerated filer [ ]
Non-accelerated filer   [ ] (Do not check if a smaller reporting company)     Smaller reporting company [ ]
================================================================================
CALCULATION OF REGISTRATION FEE
Proposed
                                                                    maximum
                                                Proposed maximum   aggregate
    Title of each class of       Amount to be    offering price    offering         Amount of
  securities to be registered     registered       per share         price       registration fee
-------------------------------  -------------  ---------------- --------------  -----------------
Common Stock, $0.01 par value   1,500,000(1)       $22.72(2)    $34,080,000.00     $1,339.64(2)
===============================  =============  ================ ==============  =================
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the
     "Securities Act"), this Registration Statement shall also cover any
     additional shares which become issuable under the KBW, Inc. 2008 Employee
     Stock Purchase Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without receipt of
     consideration which results in an increase in the number of outstanding
     shares.

(2)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act on the basis of
     the average of the high and low prices of the Registrant's common stock as
     quoted on the New York Stock Exchange on June 18, 2008.

                                                                               2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in this Part I (plan
information and registration information and employee plan annual information)
will be sent or given to employees as specified by the Securities and Exchange
Commission (the "Commission") pursuant to Rule 428(b)(1) of the Securities Act.
Such documents are not required to be and are not filed with the Commission
either as part of this registration statement (the "Registration Statement") or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. The
Registrant will provide a written statement to participants advising them of the
availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II hereof and including the
statement in the preceding sentence. The written statement to all participants
will indicate the availability without charge, upon written or oral request, of
other documents required to be delivered pursuant to Rule 428(b), and will
include the address and telephone number to which the request is to be directed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     KBW, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following:

(a)  the Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 2007, filed with the Securities and Exchange Commission (the
     "Commission") on February 27, 2008;

(b)  the Company's all other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
     the end of the fiscal year covered by the document referred to in (a)
     above; and

(c)  the description of the Company's common stock contained in the Company's
     Registration Statement on Form S-1 (File No. 333-136509) filed with the
     Commission on August 11, 2006, as amended, which description is
     incorporated by reference into the Form 8-A filed with the Commission on
     November 8, 2006 pursuant to the Exchange Act, and any amendment or report
     filed for the purpose of further updating such description.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregister all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Nothing in this Registration
Statement shall be deemed to incorporate information furnished but not filed on
Form 8-K.

         Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to the General Counsel of the Registrant at its principal
offices, 787 Seventh Avenue, 4th Floor, New York, New York, 10019, U.S.A.,
telephone number (212) 887-7777.

                                                                               3
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the shares offered hereby has been passed upon for the
Company by Mitchell B. Kleinman, General Counsel of the Company. As of June
24, 2008, Mr. Kleinman was the beneficial owner of 301,970 shares of common
stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law authorizes and
empowers a Delaware corporation to indemnify its directors, officers, employees
and agents against liabilities incurred in connection with, and related expenses
resulting from, any claim, action or suit brought against any such person as a
result of his or her relationship with the corporation, provided that such
persons acted in good faith and in a manner such person reasonably believed to
be in, and not opposed to, the best interests of the corporation in connection
with the acts or events on which such claim, action or suit is based. The
finding of either civil or criminal liability on the part of such person in
connection with such acts or events is not necessarily determinative of the
question of whether such person has met the required standard of conduct and is,
accordingly, entitled to be indemnified.

         The Company's amended and restated certificate of incorporation
provides for indemnification of its directors and officers to the fullest extent
permitted under Delaware law. In addition, change of control agreements entered
into by and between the Company and each of Mitchell B. Kleinman and Robert
Giambrone, executive officers of the Company, provide that, in the event of a
change of control event (as defined in the agreements), during the employment of
such executive and for seven years following his date of termination, the
Company shall provide the executive with indemnification and directors' and
officers' liability insurance coverage as in effect at any time during the
120-day period immediately preceding a change of control of the Company, or, if
more favorable to the executive, as in effect generally at any time thereafter
with respect to other peer executives, or directors, of the Company and
affiliated companies. These indemnification provisions may be sufficiently broad
to permit indemnification of executive officers and directors for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholder for monetary damages for breach of fiduciary duty as a director,
except for liability: (1) for any breach of the director's duty of loyalty to
the company or its stockholders; (2) for acts or omissions not in good faith or
which include intentional misconduct or a knowing violation of law; (3) under
Section 174 of the Delaware General Corporation Law (certain unlawful payments
of dividend or unlawful stock purchases or redemptions); or (4) for any
transaction from which the director derived an improper personal benefit. The
Company's amended and restated certificate of incorporation includes such a
provision.

         Section 145(g) of the Delaware General Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against the
person in any such capacity, or arising out of the person's status as such,
whether or not the corporation would have the power to indemnify such person
against such liability under the provisions of the law. The Company maintains
standard policies of insurance under which coverage is provided, subject to the
terms and conditions of such policies: (1) to its directors and officers against
loss arising from claims made by reason of breach of duty or other wrongful act;
and (2) to the Company with respect to payments that may be made by the Company
to such officers and directors pursuant to the above indemnification provisions
or otherwise as a matter of law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                                                               4
Item 8.  Exhibits.

         The exhibits listed on the exhibit index at the end of this
Registration Statement are included in this Registration Statement.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)   To include any prospectus required by section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement; and

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  reports filed with or furnished to the Commission by the
                  Registrant pursuant to section 13 or section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement;

              (2) That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

              (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering;

         (b)  The undersigned Registrant hereby undertakes that, for the purpose
              of determining liability under the Securities Act, each filing of
              the Registrant's annual report pursuant to section 13(a) or
              section 15(d) of the Exchange Act (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              section 15(d) of the Exchange Act) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof; and

         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Commission such indemnification is against
              public policy as expressed in the Securities Act and is,
              therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the Registrant of expenses incurred or paid by a director,
              officer or controlling person of the Registrant in the successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered, the Registrant will, unless in the
              opinion of its counsel the matter has been settled by controlling
              precedent, submit to a court of appropriate jurisdiction the
              question whether such indemnification by it is against public
              policy as expressed in the Securities Act and will be governed by
              the final adjudication of such issue.

                                                                               5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 24th day of June,
2008.

                                                  KBW, INC.

                                                  By: /s/ John G. Duffy
                                                      --------------------------
                                                  Name:  John G. Duffy
                                                  Title: Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and
appoint John G. Duffy, Robert Giambrone, Mitchell B. Kleinman and Brian W.
Heller, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution, to do any and all acts and things and
execute, in the name of the undersigned, any and all instruments which said
attorney-in-fact and agent may deem necessary or advisable in order to enable
the Company to comply with the Securities Act, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing with the Securities and Exchange Commission of this registration
statement on Form S-8 under the Securities Act, including specifically but
without limitation, power and authority to sign the name of the undersigned to
such registration statement, and any amendments to such registration statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities
regulatory body, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
securities laws, including without limitation state securities laws, and to file
the same, together with other documents in connection therewith with the
appropriate authorities, including without limitation state securities
authorities, granting unto said attorney-in-fact and agent, full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                      Title                                             Date
---------------------------    ----------------------------------------------    ---------------
/s/ John G. Duffy              Director, Chairman and Chief Executive Officer    June 24, 2008
---------------------------    (Principal executive officer)
John G. Duffy

/s/ Robert Giambrone           Chief Financial and Administrative Officer and    June 24, 2008
---------------------------    Executive Vice President
Robert Giambrone               (Principal financial and accounting officer)

/s/ Andrew M. Senchak          Director, Vice Chairman and President             June 24, 2008
---------------------------
Andrew M. Senchak

/s/ Thomas B. Michaud          Director, Vice Chairman and Chief Operating       June 24, 2008
---------------------------    Officer
Thomas B. Michaud

/s/ Daniel M. Healy            Director                                          June 24, 2008
---------------------------
Daniel M. Healy

/s/ Michael J. Zimmerman       Director                                          June 24, 2008
---------------------------
Michael J. Zimmerman

/s/ James K. Schmidt           Director                                          June 24, 2008
---------------------------
James K. Schmidt
6
Signature                      Title                                             Date
---------------------------    ----------------------------------------------    ---------------
/s/ Christopher M. Condron     Director                                          June 24, 2008
---------------------------
Christopher M. Condron
7
EXHIBIT INDEX

Exhibit
Number       Description of Documents
---------    -------------------------------------------------------------------
4.1          Second Amended and Restated Certificate of Incorporation of KBW,
             Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's
             quarterly report on Form 10-Q with respect to the quarter ended
             September 30, 2007, filed on November 13, 2007)

4.2          Amended and Restated Bylaws of KBW, Inc. (incorporated by reference
             to Exhibit 3.2 to the Registrant's quarterly report on Form 10-Q
             with respect to the quarter ended September 30, 2006, filed on
             December 15, 2006)

4.3          Specimen Common Stock Certificate of KBW, Inc. (incorporated by
             reference to Exhibit 4.1 to the Registrant's registration statement
             on Form S-1/A (No. 333-136509) filed on September 28, 2006)

4.4          Second Amended and Restated Stockholders' Agreement (incorporated
             by reference to Exhibit 4.1 to the Registrant's quarterly report on
             Form 10-Q with respect to the quarter ended September 30, 2006
             filed on December 15, 2006)

5.1          Opinion of Mitchell B. Kleinman, General Counsel of the Registrant

23.1         Consent of KPMG LLP

23.2         Consent of General Counsel (included as part of Exhibit 5.1)

24           Power of Attorney (included in signature page of this Registration
             Statement)

99.1         KBW, Inc. 2008 Employee Stock Purchase Plan (incorporated by
             reference to Exhibit 10.1 of the Registrant's current report on
             Form 8-K filed on June 9, 2008)

                                                                               8