Rosetta Stone Inc.
1919 North Lynn Street
7th Floor
Arlington, Virginia 22209
April 13, 2009
Securities and Exchange Commission |
| VIA EDGAR and Facsimile |
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Donna Levy
Division of Corporation Finance
Re: Rosetta Stone Inc.
Registration Statement on Form S-1
Registration No. 333-153632
Ladies and Gentlemen:
The undersigned hereby requests that the effectiveness of its Registration Statement on Form S-1 (Registration No. 333-153632) be accelerated so that such Registration Statement will become effective at 2:00 p.m., Eastern time, on April 15, 2009, or as soon thereafter as practicable.
The undersigned acknowledges that:
(a) 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;
(b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(c) the undersigned may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | |
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| Rosetta Stone Inc. | |
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| By: | /s/ MICHAEL C. WU |
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| Michael C. Wu |
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| General Counsel |
MORGAN STANLEY & CO.
Incorporated
1585 Broadway
New York, NY 10036
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.W.
Washington, D.C. 20549
Re: | ROSETTA STONE INC. |
| REGISTRATION STATEMENT NO. 333-153632 |
Dear Sir or Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we as representatives of the several Underwriters, wish to advise you that the Registration Statement, Form S-1 as filed on September 23, 2008, as amended, and Preliminary Prospectus issued March 31, 2009, were distributed during the period April 1, 2009 through 12:00 p.m., April 13, 2009, as follows:
Registration Statement |
| Preliminary Prospectus |
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5 to 5 Underwriters |
| 7,409 | to | 5 | Underwriters |
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| 0 | to | 0 | Dealers |
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| 1,195 | to | 1,195 | Institutions |
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| 110 | to | 110 | Others |
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Total: 5 |
| Total: 8,714 |
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We were advised on March 27, 2009 by the Corporate Finance Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, we hereby join in the request of Rosetta Stone Inc. for acceleration of the effective date of the above-named registration statement so that it becomes effective at 2:00 p.m. on April 15, 2009, or as soon as possible thereafter.
| Very truly yours, | |
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| By: | /s/ John Tyree |
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| John Tyree |
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| Managing Director |
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| MORGAN STANLEY & CO. | |
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| Incorporated |