SecProbe.io

CORRESP
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corresp

(714) 668-6210

johndellagrotta@paulhastings.com

    August 11, 2005

    39583.00010

VIA EDGAR AND FACSIMILE

Russell Mancuso, Esq.

Jay Mumford, Esq.

Division of Corporation Finance

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    DDi Corp.

    Registration Statement on Form S-3, File No. 333-125345

    Annual Report on Form 10-K for the year ended December 31, 2004

Dear Messrs. Mancuso and Mumford:

On behalf of our client, DDi Corp. (the “Company”), we are responding to the further questions you
have raised during a telephone conversation with my partner, Michael Chernick, on Wednesday, August
10, 2005, with respect to our letter dated August 9, 2005 (the “August 9 Letter”) regarding our
opinion that the Company is eligible to use Form S-3 because there was no payment default with
respect to the BOS February 8, 2005 Demand under the express terms of the DDi Europe Credit
Agreement and English law.

The relevant agreement in question, which we referred to in the August 9 Letter as the “DDi Europe
Credit Agreement,” technically consists of two documents: (a) an Amendment and Restatement Deed,
dated November 15, 2001, relating to a Facilities Agreement dated 27 May 1999, among DDi Europe
Limited, formerly known as MCM Electronics Limited, the additional borrowers named therein, the
other charging parties named therein and the Governor and Company of the Bank of Scotland (the
“Restatement Deed”) and (b) the Amended and Restated Facilities Agreement dated as of May 27, 1999
by and among MCM Electronics Limited and the Governor and Company of the Bank of Scotland (the
“Facilities Agreement”). The Restatement Deed made certain changes to the Facilities Agreement,
none of which is germane to the analysis set forth in out August 9 Letter. Section 4.1 of the
Restatement Deed specifically confirms that the Facilities Agreement remains in full force except
as amended by the Restatement Deed. The Restatement Deed, together with the Facilities Agreement,
is filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2001. Since the provisions that are relevant to our analysis are contained in the Facilities
Agreement (as opposed to the Restatement Deed), we referred to the Facilities Agreement

Mr. Russell Mancuso

Mr. Jay Mumford

August 11, 2005

Page 2

in our August 9 Letter for ease of reference. For purposes of this letter, we will use the term
“DDi Europe Credit Agreement” to refer to the Facilities Agreement as modified by the Restatement
Deed.

You have asked us to reconcile certain disclosures in the Company’s quarterly report on Form 10-Q
for the quarterly period ended March 31, 2005 (the “Form 10-Q”) with the analysis in our August 9
Letter. Part II, Item 3 of the Form 10-Q states, in relevant part:

“On February 8, 2005, DDi Europe and certain of its operating subsidiaries received
demands from the Bank of Scotland for immediate repayment of all amounts outstanding
under the DDi Europe credit facilities. Pursuant to the demand notices, £21.5 million
(approximately U.S.$39.8 million) which equals the unpaid principal amount under the
DDi Europe credit facilities, plus accrued interest and applicable fees, became
immediately due and payable.”

The disclosure in the 10-Q is consistent with the analysis in our August 9 Letter. Section 23.1.1
of the DDi Europe Credit Agreement provides that an “Event of Default” occurs upon “the failure by
any Borrower to pay within three days of the due date for payment any amount payable under the
terms of the Banking Documents.” Pursuant to the BOS February 8, 2005 Demand, DDi Europe’s
indebtedness under the DDi Europe Credit Agreement became immediately due and payable. However,
pursuant to Section 23.1.1, even though the indebtedness of DDi Europe became immediately due and
payable upon the BOS February 8, 2005 Demand, an Event of Default for non-payment of the amounts
due could not have occurred prior to February 11, 2005. For the reasons discussed in our August 9
Letter, no payment default occurred with respect to the BOS February 8, 2005 Demand, as a result of
the consensual CVA and the administrator’s actions and BOS’ agreement and consent thereto pursuant
to the CVA.

You have requested that we clarify our statement that at the time of the BOS February 8, 2005
Demand, DDi Europe was current on its debt service, had never failed to make regular interest or
principal payments in a timely fashion and was not in default under the DDi Europe Credit
Agreement. The BOS February 8, 2005 Demand was made pursuant to certain demand features of the DDi
Europe Credit Agreement. The BOS February 8, 2005 Demand did not contain any notification that BOS
was formally asserting that an Event of Default had occurred. To the Company’s knowledge, no
monetary Event of Default had occurred when the BOS February 8, 2005 Demand was received. Any
Event of Default that occurred, to the extent that any such Event of Default could have occurred,
as a result of the appointment of the administrators occurred subsequent to the BOS
February 8, 2005 Demand.

You have also asked us to clarify the relationship between the Event of Default that may have
occurred as a result of the appointment of the administrators for DDi Europe and

Mr. Russell Mancuso

Mr. Jay Mumford

August 11, 2005

Page 3

the analysis in our August 9 Letter. To the extent the appointment of the administrators on
February 9, 2005 constituted an Event of Default, BOS, by consenting to, participating in, and
receiving the actual benefits of the appointment of the administrators pursuant to the consensual
CVA effectively waived any right to pursue any remedies with respect to this Event of Default.
Because DDi Europe’s indebtedness had already been accelerated as a result of the BOS February 8,
2005 Demand and a moratorium accompanied the consensualCVA,, BOS’ consent to and participation in
the CVA and receipt of benefits thereunder, the indebtedness was not, and could not be, further
accelerated as a result of the appointment of the administrators. Accordingly, the indebtedness of
DDi Europe was accelerated by the BOS February 8, 2005 Demand, not as a result of the appointment
of the administrators, but as a result of an unrelated provision under the DDi Europe Credit
Agreement.

Moreover, under the terms of the DDi Europe Credit Agreement, the occurrence of an Event of Default
does not automatically accelerate DDi Europe’s indebtedness. Under Section 23.2.1of the DDi Europe
Credit Agreement, in order to accelerate the indebtedness as a remedy for an Event of Default, BOS
must affirmatively give written notice of acceleration As mentioned above, a monetary or payment
default occurs under Section 23.1.1 only upon the failure to pay “within three days of the due date
of any amount payable” under the DDi Europe Credit Agreement. In other words, the 3-day grace
period pursuant to Section 23.1.1 of the DDi Europe Credit Agreement applies to any payments due
under the DDi Europe Credit Agreement, whether as a result of acceleration or otherwise.
Accordingly, under the DDi Europe Credit Agreement, a payment default could not occur
before the 3-day grace period expired. The appointment of the administrators in connection with
the consensual CVA did not, and indeed could not, further accelerate or otherwise shorten the 3-day
period expressly provided for under the DDi Europe Credit Agreement.

Mr. Russell Mancuso

Mr. Jay Mumford

August 11, 2005

Page 4

Please direct any questions or comments regarding the foregoing to the undersigned at (714)
668-6210.

Sincerely,

/S/ JOHN F. DELLA GROTTA

John F. Della Grotta

of Paul, Hastings, Janofsky & Walker LLP

    cc:

    Timothy J. Donnelly, Esq.

    Michael Chernick, Esq.

    Karol Denniston, Esq.

    Michael Zuppone, Esq.

    Jon Tyras, Esq.