July 31, 2017
Jay Ingram
Legal Branch Chief
Office of Manufacturing and Construction
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Venator Materials PLC
Registration Statement on Form S-1 (as amended)
File No. 333-217753
Ladies and Gentlemen:
On behalf of Venator Materials PLC, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:30 p.m., Washington, D.C. time, on August 2, 2017, or as soon as practicable thereafter.
Thank you for your assistance in this matter.
| Very truly yours, | |
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| VENATOR MATERIALS PLC | |
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| By: | /s/ Russ Stolle |
| Name: | Russ Stolle |
| Title: | Senior Vice President, General Counsel and Chief Compliance Officer |
cc: Simon Turner, Venator Materials PLC
Alan Beck, Vinson & Elkins L.L.P.
Sarah K. Morgan, Vinson & Elkins L.L.P.