Mail Stop 7010


June 28, 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
Registration Statement on Form S-1
Filed June 3, 2005
File No. 333-125470

Dear Mr. Keane:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  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.

General

1. Please be advised that we may have additional comments on your
registration statement after you file a pre-effective amendment
containing pricing-related information.  Since this information
affects a number of disclosure items, you should allow a
reasonable
time for our review prior to requesting acceleration.  In the
course
of our review we may raise issues relating to matters we had not
previously commented upon.  In addition, please be advised that
you
may not circulate copies of your prospectus until you have
included an
estimated price range and all other information required by the
federal securities laws, except information you may exclude in
reliance upon Rule 430A of Regulation C.

2. Please provide us with copies of any artwork or other graphics
you
intend to use in your prospectus.  Please be advised that we may
have
comments and you may want to consider waiting for our comments
before
printing and circulating these materials.

3. It appears that the conversion features of the Series B
Preferred
Stock may not result in a one-to-one conversion of the Series B
Preferred Stock into common stock.  In this regard, we note the
disclosure in the first full paragraph on page F-26.  Please
discuss
these conversion features and the potential impact if your
offering
price is either less than $10 but more than $8 per share or less
than
$8 per share, as well as the impact if the gross proceeds are less
than $35 million. Please also add risk factor disclosure regarding
the
risks associated with these conversion features.  Please also
comply
with this comment with respect to the termination of certain
provisions of the investor rights agreement.

Cover Page of Registration Statement

4. We note that you state that your SIC code number is 2759.  It
appears from our records that your SIC code number is 2750.
Please
ensure that all future filings are filed under the correct SIC
code
number.

Inside Front Cover Page of Prospectus, page i

5. We note the statement in second sentence of the second
paragraph
that you do not guarantee and that you have not independently
verified
certain information contained in your prospectus.  We also note
the
statement in the third sentence of the second paragraph that
investors
should not place undue reliance on this information.  Please note
that
you are responsible for the entire content of your prospectus and
cannot include language that may be interpreted as a disclaimer of
the
information contained in your prospectus.  Please delete these
statements.

Prospectus Summary, page 1

Our Business, page 1

Overview, page 1

6. Please explain the basis for your statement that you are a
leading
online supplier of graphic design services.
Industry Background, page 1

7. Please identify the organization you refer to as "IDC."

8. It does not appear that there is a correlation between the
statistics you cite with respect to total online consumer spending
and
the size of your industry.  Please either delete this statistic or
explain the correlation.

Risk Factors, page 7

9. We note the disclosure in the third, fourth and fifth sentences
of
the introductory paragraph that there are other risks and
uncertainties that you face and that there may be other risks of
which
you are unaware.  Please delete this disclosure. You must disclose
all
of the risks you believe are material at this time.

10. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
It appears that several of the risk factors in this section could
apply to nearly any issuer in your industry and other industries.
See,
for example and without limitation, risk factors three, seven, 16,
17,
19, 20, 21 and 26.  Please explain how each of these risk factors
specifically applies to your company and/or your offering or
delete
it.

11. The subheadings in this section should clearly and succinctly
convey the actual risk to an investor and not merely state a fact
about your business or describe a generic effect on your company.
Please carefully review each subheading with this comment in mind
and
make revisions as appropriate.  See for example and without
limitation, risk factors one, two, four, 15, 18, 22, 24, 28 and
29.

12. Please revise risk factors 10 through 14 to eliminate
redundancies
regarding the risks to your business from interrupted operations.

We are currently dependent on a single supplier and our newly
constructed..., page 8

13. Please describe in greater detail the risks associated with
your
dependence on a single supplier.  In addition, please explain the
risk
associated with the affiliate relationships discussed in the third
paragraph of this risk factor.

We have incurred operating losses in the past and may not be able
to
sustain..., page 9

14. The risks described in the fourth sentence and in the fifth
and
sixth sentences of this risk factor are significant risks that
should
be assigned their own descriptive subheadings.  Please revise
accordingly.  Please also ensure that the risk factors clearly
explain
how each risk specifically applies to your company.
If we are unable to manage challenges associated with our
international ..., page 14

15. Please disclose the percentage of your revenues derived from
your
international operations.

Legislation regarding copyright protection and/or content
interdiction
could..., page 18

16. The disclosure in this risk factor does not appear to address
the
risk described in the subheading.  Please revise accordingly.

A percentage of our revenues are derived from offers made to our
customers..., page 18

17. Please disclose the percentage of your revenues derived from
click-through fees.  In addition, please describe in greater
detail
the reasons why the practices of the third parties are subject to
consumer complaints and litigation.

18. Please delete the third sentence of this risk factor since
mitigating language is inappropriate in risk factor disclosure.

Our practice of offering free products and services could be
subject
to..., page 18

19. Please explain in greater detail the reasons why your offers
of
free products and services could be challenged.  For example, why
did
shipping and handling fees allegedly violate California law?

If a United States shareholder acquires 10% or more of our common
shares..., page 21

20. Please clarify whether you are currently a controlled foreign
corporation.

Anti-takeover provisions in our charter documents and under
Bermuda
law..., page 22
Insiders will continue to have substantial control over VistaPrint
after this..., page 24

21. Please revise these risk factors to disclose the actual risk
to an
investor, namely the risk that the anti-takeover provisions and/or
controlling security holders may prevent or frustrate attempts to
effect a transaction that is in the best interests of your
minority
security holders.

Special Note Regarding Forward-Looking Statements, page 25

22. Section 21E(b)(2)(D) of the Exchange Act expressly states that
the
safe harbor does not apply to statements made in connection with
an
initial public offering.  Please either delete the reference to
Section 21E of the Exchange Act or make clear that the safe harbor
does not apply to your offering.
Use of Proceeds, page 26

23. Please quantify the approximate dollar amounts that you intend
to
use for each of the three purposes you have identified.  See Item
504
of Regulation S-K.

24. We note your statement that management will retain broad
discretion in the allocation and use of the proceeds of this
offering.
Please be advised that while you may retain the right to change
your
use of proceeds, you must specifically discuss the contingencies
that
would cause you to change your use of proceeds and describe the
alternatives to these uses.  See Instruction 7 to Item 504 of
Regulation S-K.  Please revise your disclosure to discuss these
specific contingencies and alternatives.

Dilution, page 28

25. We note your disclosure in the first paragraph on page 29.
The
comparative table you provide at the bottom of page 28 should
include
shares subject to outstanding options that are held be officers,
directors and affiliated persons.  The comparison includes shares
that
these persons have a right to acquire, as well as shares they
already
own.

26. We note your disclosure in the second paragraph on page 29.
Please revise this disclosure to include all options granted
subsequent to March 31, 2005.

27. Please tell us how you calculated or determined the amount of
$68,403,596 of consideration paid by your existing security
holders as
disclosed in the table at the bottom of page 28.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 32

Results of Operations, page 40

Nine Months Ended March 31, 2004 and 2005, page 40

Other Income (expenses), net, page 42

28. We note from the discussion on page 42 that you have included
interest expense in "other income (expense)" in your consolidated
statement of operations.  Please revise your consolidated
statements
of operations to provide separate disclosure of interest expense.
Refer to the disclosure requirements outlined in Rule 5-03 of
Regulation S-X.


Contractual Obligations, page 50

Long-Term Debt, page 50

29. Please describe in greater detail the covenants that you are
required to maintain under your two credit facilities.  In
addition,
please explain the consequences if you are no longer in compliance
with these covenants.

Quantitative and Qualitative Disclosures About Market Risk, page
51

Interest Rate Risk, page 51

30. As all of your outstanding debt appears to be subject to
variable
interest rates, please explain in further detail the basis for
your
conclusion that a 100 basis interest point change would not have a
material impact on your earnings.  As part of your response,
please
tell us the expected impact of such change on your interest
expense
for the most recent fiscal year and tell us the assumptions used
in
your computations.  We may have further comment upon receipt of
your
response.

Business, page 52

31. Please disclose the information required by Items 101(c)(vii)
and
101(c)(xi) of Regulation S-K.

32. Please explain how investors are to evaluate the disclosure in
the
first sentence of the fourth paragraph of this section regarding
your
customers.

Intellectual Property, page 64

33. Please disclose when your intellectual property rights will
expire
or terminate.

34. We note your disclosure in the first and third paragraphs of
the
first risk factor on page 16 regarding the claims made against
your
intellectual property rights.  Please discuss in greater detail
these
claims in this section.

Management, page 67

Directors, Executive Officers and Other Key Employees, page 67

35. Please disclose the information required by Item 401(e)(2) of
Regulation S-K. It appears that Mr. Riley is a director of LoJack,
Corporation, which has a class of securities registered pursuant
to
Section 12 of the Exchange Act.
Option Grants in Last Fiscal Year, page 72

36. We note that you have no existing trading market for your
common
stock.  With respect to calculating the potential realizable
values,
please refer to Instruction 7 to Item 402(c) of Regulation S-K.
Please also refer to interpretation J.17. of the July 1997 Manual
of
Publicly Available Telephone Interpretations, which states that
you
may use the mid-point of your offering price in calculating these
values in lieu of using the fair market value on the date of
grant.
Please also explain in reasonable detail the valuation method you
elect to use in a footnote to the table.

Certain Relationships and Related Party Transactions, page 79

37. Please state whether you believe that the transactions you
describe in this section are on terms at least as favorable to the
company as you would expect to negotiate with unrelated third
parties.

38. Please revise the notes to your financial statements to
disclose
the amounts and terms of the transactions regarding your Series A
and
Series B Convertible Preferred shares and your common shares that
involved your officers and directors. Refer to the requirements of
paragraph 2 of SFAS No.57.

Supply Relationship with Mod-Pac Corporation, page 80

39. We note the disclosure in the last paragraph of this section
regarding the per shipped unit fee you must pay to Mod-Pac under
the
terms of the April 2005 amendment to your supply agreement.
Please
disclose the amount of the fee and disclose the aggregate amount
of
fees you have paid to Mod-Pac.

Principal and Selling Shareholders, page 82

40. Please disclose how the selling security holders received the
shares to be offered for resale and any material relationship that
the
selling security holders have had with your company over the last
three years.  See Item 507 of Regulation S-K.

41. If a selling security holder is not a natural person, please
(i)
disclose the natural persons with dispositive voting or investment
control of it, and (ii) advise us as to whether it is a broker-
dealer
or an affiliate of a broker-dealer.  In addition:

* if a selling security holder is a broker-dealer, please disclose
that it is an underwriter; or
* if a selling security holder is an affiliate of a broker-dealer,
please disclose that (i) it purchased the registered shares in the
ordinary course of business and (ii) at the time of the purchase
it
had no agreements or understandings, directly or indirectly, with
any
person to distribute the registered shares. If you cannot make
these
disclosures, please disclose that the selling security holder is
an
underwriter.

42. Please expand your disclosure to identify each selling
security
holder that plans to participate if the underwriters exercise the
over-allotment option, whether in full or in part.  In addition,
please disclose the proportions in which each selling security
holder
will sell additional shares if the over-allotment is exercised.

43. We note that your calculation of beneficial ownership is dated
as
of March 31, 2005.  You are required to calculate beneficial
ownership
as of the most recent practicable date.  Please revise
accordingly.
See Item 403 of Regulation S-K.

Description of Capital Stock, page 85

44. Please remove the statement in the first sentence of the
introductory paragraph that the description is qualified by
reference
to your charter documents, as it is inconsistent with Rule 411 of
Regulation C.  In addition, please clarify that the description
summarizes the material terms of your charter documents.

45. Please disclose the information required by Item 202(a)(5) of
Regulation S-K.

Common Shares, page 85

46. Please update the disclosure in the first paragraph of this
section as of the most recent practicable date.

Shares Eligible For Future Sale, page 90

47. Please update the disclosure in the last paragraph of this
section
to reflect the issuance of options subsequent to March 31, 2005.

48. We note that Goldman may consent to the release of shares from
the
lock-up agreements.  If there is any current intention to release
shares, please discuss this.  Please also briefly describe that
factors Goldman may be likely to consider in determining to
release
shares.

Underwriting, page 100

49. Please identify each member of the underwriting syndicate that
will engage in any electronic offer, sale or distribution of your
common stock and provide us with a description of their
procedures.
If you become aware of any additional members of the syndicate
after
you respond to this comment, please promptly provide us with a
description of their procedures.  Please also briefly describe any
electronic distribution in this section.

In responding to this comment, please advise us as to how the
procedures will ensure that the distribution complies with Section
5
of the Securities Act, and whether the procedures have been
reviewed
by the Office of Chief Counsel.

50. Please advise us as to whether you or the underwriters have
any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, please identify the third
party
and website, describe the material terms of the agreement and
provide
us with a copy of the agreement.  Please provide us with copies of
all
information concerning you or your prospectus that appeared or
will
appear on this website.  If you subsequently enter into any
arrangement, please promptly supplement your response.

51. Please advise us as to whether you intend to have a directed
share
program.  If so, we may have additional comments.

Where You Can Find More Information, page 105

52. Please delete the fourth sentence of the first paragraph as
the
disclosure in your prospectus regarding the contents of any
contract
or other document should be materially complete.

Financial Statements

53. 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.

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

Consolidated Statements of Operations, page F-4

55. Since the conversion of your Series A and Series B Redeemable
Preferred Stock will occur in connection with your public
offering,
please revise to disclose pro forma earnings per share for the
latest
fiscal year and any subsequent interim period presented giving
effect
to the conversion on the face of your consolidated statement of
operations.  Your revised presentation should include pro forma
earnings per share assuming that  the Series B Preferred shares
convert on a one for one basis as well as under the assumption
that
the public offering price is $8 per share and the shares convert
on a
greater than one for one basis.  Your pro forma earnings per share
computation should also give effect to any deemed dividend that
will
be recognized in the event the shares convert on a greater than
one
for one basis in determining pro forma net income attributable to
common shareholders.  See also related comment below regarding
your
pro forma balance sheet presentation.  Your pro forma disclosures
included in your Summary Consolidated Financial Data on page 5 and
in
your Selected Consolidated Financial Data on page 30 should be
similarly revised.

Note 2. Summary of Significant Accounting Policies
Unaudited Pro Forma Balance Sheet and Shareholders` Equity

56. We note the disclosure indicating that in the event the
offering
results in a price per share to the public that is equal to or
greater
than $8.00 per share but less than $10 per share, then the
conversion
price of the Series B preferred shares will be reduced, which
would
result in the preferred shares converting on a greater than one-
to-one
basis.  We also note that you have reflected a pro forma balance
sheet
presentation giving effect to the conversion only on a one-to-one
basis, even though a greater number of common shares may be issued
on
conversion.  Since the conversion may occur on significantly
different
terms than those currently presented in the pro forma balance
sheet,
please revise to also include a pro forma balance sheet giving
effect
to the conversion and related deemed dividend that will be
recognized
in the event that the offering results in a public offering price
of
$8.00 per share. The Capitalization and Dilution disclosures
included
elsewhere in the registration statement should also be revised to
disclose the impact under each alternative.

Revenue Recognition, page F-11

57. We note the disclosure indicating that you offer customers
various
coupons and discounts which are treated as a reduction of revenue.
Please tell us and revise your accounting policy disclosure to
explain
in further detail the nature and terms of the discount or coupon
arrangements that are offered to customers.  As part of your
response
and your revised disclosure, you should also explain how and when
these discounts are recognized in your financial statements.

Net Income per Share

58. Please explain why accretion of preferred share dividends as
reflected in your earnings per share computations in Note 2 do not
agree to the accretion amounts reflected in your consolidation
statements of redeemable convertible preferred shares and
shareholders` equity during the various periods presented.  Also,
please explain why net income attributable to common shareholders
for
purposes of your basic and diluted earnings per share computations
differs during the fiscal years ended June 20, 2003 and 2004.
Share-based Compensation, page F-18

59. We note the disclosure indicating that you used the minimum
value
method to value stock option grants for purposes of providing the
disclosures required by SFAS No.123 and SFAS No.148.  Note that
the
use of this method is only considered appropriate for periods
prior to
the date that you filed your Form S-1 registration statement to
register your common shares. Refer to the guidance outlined in
paragraph 19 of SFAS No.123.  Please confirm that you will not use
this method to value stock option grants in periods subsequent to
the
filing of your Form S-1 registration statement.

Note 3.  Related-Party Transactions, page F-19

60. Revise to disclose the amount of purchases made from Mod-Pac
during the fiscal year ended June 30, 2002.

61. We note that you signed a termination agreement for $22
million
with Mod-Pac for an existing supply agreement, and entered into a
new
one, where Mod-Pac retained the exclusive supply rights for
products
shipped in North America through August 30, 2005.  We also note
that
you deferred only $1,000, reflecting the effective mark-up
reduction.
Supplementally advise us as to how you determined that it was
appropriate to defer only $1,000 as opposed to the entire amount,
or a
greater portion of the amount paid.  As part of your response,
please
provide us with any alternative scenarios considered and the
accounting literature you relied upon for this determination.
Also,
please explain how amortization of the deferred amount is being
classified in your statement of operations.  Furthermore, please
explain why the contract termination charge has not been
classified as
cost of sales in your financial statements.  We may have further
comment upon reviewing your response.

Note 5. Long-Term Debt, page F-21

62. Please disclose the existence of any restrictions on your
ability
to pay dividends that are imposed by the terms your various debt
arrangements. Refer to the requirements of Rule 4-08(e) of
Regulation
S-X.

Note 6.  Accrued Liabilities, page F-23

63. We note the line item titled "Other," that exceeds 5% of
accrued
liabilities.  Please show separately, any amounts included in this
item that exceed 5% of current liabilities.  Refer to Rule 5.02
(20)
of Regulation S-X.


Note 7. Series A Redeemable Convertible Preferred Shares

64. Please tell us and explain in the notes to your financial
statements the nature and terms of the transaction which resulted
in a
reduction of convertible securities associated with your French
subsidiary in exchange for the issuance of your Series A
Redeemable
Convertible Preferred Shares.  As part of your response and your
revised disclosure, explain how you valued and accounted for the
consideration issued and received as part of this transaction.  We
may
have further comment upon review of your response and your revised
disclosure.

Note 8. Series B Redeemable Convertible Preferred Shares

65. Please clarify in Note 8 how undeclared dividends associated
with
the Series B shares are being accounted for in your financial
statements. If no recognition of these dividends is being made,
please
explain why.

66. Please tell us and revise Note 8 to explain in further detail
how
you calculated or determined the deemed dividend of $22,531 that
you
may be required to recognize in the event the public offering
price of
your common shares is $8 per share.

Note 9.  Shareholders` Equity, page F-27

67. Please tell us and clarify in Note 9 how you calculated or
determined the amount of compensation expense recognized during
2003
in connection with the repurchase of 80,000 shares from a former
employee.

68. Once you determine the estimated price range of your initial
public offering, expand your disclosure and supplementally provide
us
with your calculation of deferred stock compensation for any
options
or shares that will be issued through the date of your initial
public
offering and those already issued, if any. If no compensation
expense
is expected to be recognized, please explain why. Also, please
revise
your discussion of share-based compensation provided on pages 37
and
38 of MD&A to indicate whether the various valuations determined
by
management and the board of directors were based on
contemporaneous or
retrospective valuations and indicate why management chose not to
obtain contemporaneous valuations by an unrelated valuation
specialist.

Note 11. Income Taxes

69. Please tell us and revise Note 11 to explain in further detail
the
facts and circumstances responsible for the significant changes in
your deferred tax asset valuation allowance from $2,310 at June
30,
2003 to $1,085 at June 30, 2004 and subsequently to approximately
$589
at March 31, 2005, based on the disclosures provided in Note 11.

Note 13. Commitments and Contingencies

Legal Proceedings, page F-33

70. Please tell us and disclose in Note 13 whether any accrual has
been recognized in connection with the pending settlement
discussed in
Note 13. If not, please explain why.

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

71. With respect to the transactions disclosed in the fourth
paragraph, please briefly state the facts upon which you relied to
make the exemption available. See Item 701(d) of Regulation S-K.

Item 16. Exhibits and Financial Statement Schedules, page II-3

72. Please file promptly all exhibits required by the exhibit
table
provided in Item 601 of Regulation S-K, in particular Exhibits 1.1
and
5.1.  These exhibits and any related disclosure are subject to
review
and you should allow a reasonable time for our review prior to
requesting acceleration.

73. We note the agreements discussed in the first full paragraph
on
page 74.  Please file these agreements or the form of these
agreements
if the terms are materially the same as exhibits.


*	*	*	*


      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.


      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act and
that
they have provided all information investors require for an
informed
investment decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they
relate to the proposed public offering of the securities specified
in
the above registration statement.  We will act on the request and,
pursuant to delegated authority, grant acceleration of the
effective
date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.



      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
??

??

??

??

Mr. Robert S. Keane
VistaPrint Limited
June 28, 2005
Page 1




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

         DIVISION OF
  CORPORATION FINANCE