SecProbe.io

CORRESP
1
filename1.htm

corresp

May 27, 2005

Via Facsimile

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

    Re:

    XenoPort, Inc.

    Form S-1 Registration Statement (File No. 333-122156)

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the
above-referenced Registration Statement Form S-1
(File No. 333-122156) to become effective at 3:00 p.m. (NYT) on Wednesday, June 1, 2005 or as
soon thereafter as is practicable. The undersigned registrant further acknowledges that:

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

    •
    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 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,

XenoPort, Inc.

    By:

    /s/
    Ronald W. Barrett

    Ronald W. Barrett

    Chief Executive Officer

    cc:

    William J. Rieflin, President

    Suzanne Sawochka Hooper, Esq.

    Kathryn Walker Hall, Esq.