Mail Stop 7010


September 20, 2005


Via U.S. mail and facsimile

Mr. Robert S. Keane
Chief Executive Officer
VistaPrint Limited
100 Hayden Ave.
Lexington, MA 024214

Re: 	VistaPrint Limited
Amendment No. 2 to Registration Statement on Form S-1
Filed September 7, 2005
File No. 333-125470

Dear Mr. Keane:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Share-based compensation, page 40

1. Please revise the discussion in MD&A regarding your share-based
compensation to include disclosure of the intrinsic value of the
outstanding vested and unvested options based on the expected
public
offering price and the options outstanding as of the most recent
balance sheet date presented in the your Form S-1 registration
statement.  Refer to the guidance outlined in paragraph 180 of the
AICPA Practice Aid, Valuation of Privately-Held -Company Equity
Securities Issued as Compensation.

Shares Eligible For Future Sale, page 95
Lock-Up Agreements, page 96

2. We read your response to comment eight of our letter dated
August
10, 2005 and reissue this comment.  It appears that shares that
are
subject to a lock-up agreement may be released from these lock-up
agreements and be eligible for sale earlier than otherwise
disclosed
in your prospectus.  As a result, the fact that Goldman Sachs has
no
current intention to release shares from a lock-up agreement and
that
it has no pre-existing criteria for determining whether to release
shares appears to be material information to prospective
investors.

Financial Statements

3. The financial statements should be updated, as necessary, to
comply with Rule 3-12 of Regulation S-X at the effective date of
the
registration statement.

4. Provide a currently dated consent from the independent public
accountant in any future amendments.

Exhibit 5.1

5. The legality opinion must cover all registered shares.  In this
regard, we note that counsel has limited its opinion solely to the
shares being offered by your company.  Please revise the legality
opinion to also cover the over-allotment shares and the shares
being
offered by the selling security holders.

6. We note the qualification to the legality opinion set forth in
paragraph (d) under the heading "Assumptions" on page 2.  Counsel
may
not limit its opinion in this manner as it pertains to your
company.
Please revise accordingly.

7. We note the statement set forth in the first sentence of the
first
paragraph and in the first sentence of the third paragraph under
the
heading "Disclosure" on page 4 regarding that fact that no person
or
entity may rely upon the legality opinion other than your company.
Please be advised that investors are entitled to rely on the
legality
opinion.  Please revise accordingly.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Effie Simpson, Staff Accountant, at (202)
551-
3346 or, in her absence, Linda Cvrkel, Accounting Branch Chief, at
(202) 551-3813 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3760 with any other questions.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Mr. Thomas S. Ward, Esq.
Mr. Hal J. Leibowitz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109

Keith F. Higgins, Esq.
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
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Mr. Robert S. Keane
VistaPrint Limited
September 20, 2005
Page 1





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE