Mail Stop 7010



August 10, 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. 1 to Registration Statement on Form S-1
Filed August 4, 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.

Summary Consolidated Financial Data, page 6
Capitalization, page 30
Selected Consolidated Financial Data, page 33
Unaudited Pro Forma Balance Sheet and Shareholders` Equity
(Deficit),
page F-8

1. Please revise the disclosures here and elsewhere in the
registration statement where applicable to clarify that the pro
forma
earnings per share data and the pro forma balance sheet data give
effect to the conversion of your Series A redeemable convertible
shares into common shares on a one for one basis, and to the
conversion of your Series B redeemable convertible shares into
common
shares on both a one for one basis and on a one to 1.25 basis.
Your
current disclosures regarding the pro forma information imply that
all
preferred shares are being converted on the same terms.
Risk Factors, page 8

We are currently dependent on a single supplier..., page 9

2. Please explain in greater detail why the risk discussed in the
third paragraph of this risk factor makes this offering risky or
speculative.  In this regard, we note your statement that the
conflict
of interest is merely "perceived."

If we are unable to complete the work required under Section
404...,
page 10

3. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
Section 404 applies to all public companies in the United States.
Please explain how this risk factor specifically applies to your
company or delete it.

The loss of key personnel or an inability to attract and
retain...,
page 15

4. Please clearly explain how this risk factor specifically
applies to
your company.  For example, do you lack employment contracts with
your
key personnel?  Are any key people planning to retire or nearing
retirement age?  Is there tension between any key personnel and
the
board of directors?

The United States government may substantially increase border...,
page 16

5. Please explain how your business has been materially affected
by
the increased border surveillance and controls.  Please also
explain
in greater detail how the potential future actions you describe in
the
fifth sentence will materially affect your business.

We derive a portion of our revenues from offers made to
customers...,
page 20

6. We note that you currently derive less than 10% of your
revenues
from order referral fees.  Please explain why this risk factor
makes
this offering risky or speculative.

Use of Proceeds, page 29

7. We read your response to comment 24 of our letter dated June
28,
2005.  Please describe in greater detail the contingencies that
would
cause you to change your use of proceeds.  In addition, please
describe the alternatives to the three uses of proceeds you
discuss.
See Instruction 7 to Item 504 of Regulation S-K.


Shares Eligible For Future Sale, page 92

Lock-Up Agreements, page 93

8. We read your response to comment 48 of our letter dated June
28,
2005.  Please disclose this response in this section.

Financial Statements

9. We repeat comment 53 of our letter dated June 28, 2005.  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.

10. We repeat comment 54 of our letter dated June 28, 2005.
Provide a
currently dated consent from the independent public accountant in
any
future amendments.

Pro Forma Net Income (Loss)per Share (Unaudited), page F-15

11. Supplementally provide us with your computations of the
adjustments to reflect the weighted average effect of the assumed
conversion of preferred shares from the date of issuance, under
both
the assumption that these shares convert at a one to one
conversion
ratio and at a one to 1.25 conversion ratio. We may have further
comment upon review of these computations.

Part II - Information Not Required in Prospectus

Item 15. Recent Sales of Unregistered Securities, page II-1

12. We read your response to comment 71 of our letter dated June
30,
2005.  Please provide us with your detailed analysis of the
application of Rule 701(d) to these option issuances.

Underwriting, page 102

13. We read your response to comment 49 of our letter dated June
30,
2005 and we have the following comments:

* Please confirm to us that there have been no material changes to
Goldman Sachs` or its affiliates` electronic distribution
procedures
since they were approved by the staff.

* Please revise the communication to be sent to potential
syndicate
members to require them to confirm that there have been no
material
changes to their electronic distribution procedures since they
were
approved by the staff.

*	*	*	*

      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
August 10, 2005
Page 1




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

         DIVISION OF
  CORPORATION FINANCE