SecProbe.io

CORRESP
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 DAVIS POLK & WARDWELL

  450 Lexington Avenue

New York, NY 10017

           October 4, 2005

VIA FAX, EDGAR SUBMISSION AND FEDERAL EXPRESS

Abby Adams

Division of Corporate Finance

Securities and
Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Imagistics International Inc. -- Schedule 14D-9 filed September 19,

2005 and Schedule 14D-9C filed September 16, 2005

Dear Ms. Adams:

     This letter responds
to comments of the Staff (the “Staff”)
of the Securities and Exchange Commission contained in the letter from  the
Staff dated September 29, 2005 regarding the above-referenced Schedule 14D-9
filed September 19, 2005 (including the exhibits thereto, the “Schedule
14D-9”), and Schedule
14D-9C filed September 16, 2005, by Imagistics International Inc. (the “Company”).
In conjunction with this letter, Imagistics is filing via EDGAR an amendment
to the Schedule 14D-9  (“Amendment
No. 1”).

     Set forth below are responses to the Staff’s comments.

Schedule 14D-9

    1.
    Tell us what consideration
          Imagistics has given to summarizing the basis for the fairness advisor’s
    opinion.

             We advise the Staff
    that in preparing the Schedule 14D-9, consideration was given to summarizing
    the basis for the financial advisor’s opinion. We concluded that such
    a summary is not specifically required by any line item of Schedule 14D-9
    and that such summaries are not customarily included in Schedule 14D-9s for
    comparable transactions. We further concluded that such a summary would not
    constitute material information otherwise requiring disclosure pursuant to
    Item 8 of Schedule 14D-9 and Item 1011(b) of Regulation M-A. Our conclusion
is based on the fact that the

consideration in each of the tender offer and subsequent merger is all cash, that the offer price was at a substantial premium to the Company’s stock price and that the financial advisor’s opinion was, as discussed in
the Schedule 14D-9, only one of several factors considered by the Company’s Board of Directors in determining to approve and recommend the transactions.

    2.
    Please revise to disclose
          the consideration paid or payable to the financial advisor, quantifying
          the portion of the fee which is contingent upon the consummation of
    the transaction.

             In response to the
    Staff’s comment, we have included the requested disclosure in Amendment
No. 1.

Schedule 14D-9C

    3.
    We note your reference to
          the safe harbor provisions for forward-looking statements. Note that
          the safe harbor protections for forward-looking statements contained
          in the federal securities laws do not apply to statements made in connection
          with a tender offer. See Section 21E(b)(2)(C) of the Securities Exchange
          Act of 1934 and Regulation M-A telephone interpretation M.2 available
          at www.sec.gov in the July
          2001 Supplement to the Division of Corporation Finance’s Manual
          of Publicly Available Telephone Interpretations. Please do not refer
          to the safe harbor provisions in any future press releases or other
    communications relating to this tender offer.

             We note the Staff’s
    comment. We will not refer to the safe harbor provisions in any future press
releases or other communications relating to this tender offer.

     We are grateful for your assistance in this matter. Please address any comments or questions with respect to the foregoing to Steven J. Williams at (212) 450-4159 or the undersigned at (212)
450-4539.

    Very truly yours,

    /s/ Louis Goldberg