SecProbe.io

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Mail Stop 7010

June 28, 2005

Via U.S. mail and facsimile

Mr. Robert S. Keane
Chief Executive Officer
VistaPrint Limited
100 Hayden Ave.
Lexington, MA 024214

Re: 	VistaPrint Limited
Registration Statement on Form S-1
Filed June 3, 2005
File No. 333-125470

Dear Mr. Keane:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. Please be advised that we may have additional comments on your
registration statement after you file a pre-effective amendment
containing pricing-related information.  Since this information
affects a number of disclosure items, you should allow a
reasonable
time for our review prior to requesting acceleration.  In the
course
of our review we may raise issues relating to matters we had not
previously commented upon.  In addition, please be advised that
you
may not circulate copies of your prospectus until you have
included an
estimated price range and all other information required by the
federal securities laws, except information you may exclude in
reliance upon Rule 430A of Regulation C.

2. Please provide us with copies of any artwork or other graphics
you
intend to use in your prospectus.  Please be advised that we may
have
comments and you may want to consider waiting for our comments
before
printing and circulating these materials.

3. It appears that the conversion features of the Series B
Preferred
Stock may not result in a one-to-one conversion of the Series B
Preferred Stock into common stock.  In this regard, we note the
disclosure in the first full paragraph on page F-26.  Please
discuss
these conversion features and the potential impact if your
offering
price is either less than $10 but more than $8 per share or less
than
$8 per share, as well as the impact if the gross proceeds are less
than $35 million. Please also add risk factor disclosure regarding
the
risks associated with these conversion features.  Please also
comply
with this comment with respect to the termination of certain
provisions of the investor rights agreement.

Cover Page of Registration Statement

4. We note that you state that your SIC code number is 2759.  It
appears from our records that your SIC code number is 2750.
Please
ensure that all future filings are filed under the correct SIC
code
number.

Inside Front Cover Page of Prospectus, page i

5. We note the statement in second sentence of the second
paragraph
that you do not guarantee and that you have not independently
verified
certain information contained in your prospectus.  We also note
the
statement in the third sentence of the second paragraph that
investors
should not place undue reliance on this information.  Please note
that
you are responsible for the entire content of your prospectus and
cannot include language that may be interpreted as a disclaimer of
the
information contained in your prospectus.  Please delete these
statements.

Prospectus Summary, page 1

Our Business, page 1

Overview, page 1

6. Please explain the basis for your statement that you are a
leading
online supplier of graphic design services.
Industry Background, page 1

7. Please identify the organization you refer to as "IDC."

8. It does not appear that there is a correlation between the
statistics you cite with respect to total online consumer spending
and
the size of your industry.  Please either delete this statistic or
explain the correlation.

Risk Factors, page 7

9. We note the disclosure in the third, fourth and fifth sentences
of
the introductory paragraph that there are other risks and
uncertainties that you face and that there may be other risks of
which
you are unaware.  Please delete this disclosure. You must disclose
all
of the risks you believe are material at this time.

10. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
It appears that several of the risk factors in this section could
apply to nearly any issuer in your industry and other industries.
See,
for example and without limitation, risk factors three, seven, 16,
17,
19, 20, 21 and 26.  Please explain how each of these risk factors
specifically applies to your company and/or your offering or
delete
it.

11. The subheadings in this section should clearly and succinctly
convey the actual risk to an investor and not merely state a fact
about your business or describe a generic effect on your company.
Please carefully review each subheading with this comment in mind
and
make revisions as appropriate.  See for example and without
limitation, risk factors one, two, four, 15, 18, 22, 24, 28 and
29.

12. Please revise risk factors 10 through 14 to eliminate
redundancies
regarding the risks to your business from interrupted operations.

We are currently dependent on a single supplier and our newly
constructed..., page 8

13. Please describe in greater detail the risks associated with
your
dependence on a single supplier.  In addition, please explain the
risk
associated with the affiliate relationships discussed in the third
paragraph of this risk factor.

We have incurred operating losses in the past and may not be able
to
sustain..., page 9

14. The risks described in the fourth sentence and in the fifth
and
sixth sentences of this risk factor are significant risks that
should
be assigned their own descriptive subheadings.  Please revise
accordingly.  Please also ensure that the risk factors clearly
explain
how each risk specifically applies to your company.
If we are unable to manage challenges associated with our
international ..., page 14

15. Please disclose the percentage of your revenues derived from
your
international operations.

Legislation regarding copyright protection and/or content
interdiction
could..., page 18

16. The disclosure in this risk factor does not appear to address
the
risk described in the subheading.  Please revise accordingly.

A percentage of our revenues are derived from offers made to our
customers..., page 18

17. Please disclose the percentage of your revenues derived from
click-through fees.  In addition, please describe in greater
detail
the reasons why the practices of the third parties are subject to
consumer complaints and litigation.

18. Please delete the third sentence of this risk factor since
mitigating language is inappropriate in risk factor disclosure.

Our practice of offering free products and services could be
subject
to..., page 18

19. Please explain in greater detail the reasons why your offers
of
free products and services could be challenged.  For example, why
did
shipping and handling fees allegedly violate California law?

If a United States shareholder acquires 10% or more of our common
shares..., page 21

20. Please clarify whether you are currently a controlled foreign
corporation.

Anti-takeover provisions in our charter documents and under
Bermuda
law..., page 22
Insiders will continue to have substantial control over VistaPrint
after this..., page 24

21. Please revise these risk factors to disclose the actual risk
to an
investor, namely the risk that the anti-takeover provisions and/or
controlling security holders may prevent or frustrate attempts to
effect a transaction that is in the best interests of your
minority
security holders.

Special Note Regarding Forward-Looking Statements, page 25

22. Section 21E(b)(2)(D) of the Exchange Act expressly states that
the
safe harbor does not apply to statements made in connection with
an
initial public offering.  Please either delete the reference to
Section 21E of the Exchange Act or make clear that the safe harbor
does not apply to your offering.
Use of Proceeds, page 26

23. Please quantify the approximate dollar amounts that you intend
to
use for each of the three purposes you have identified.  See Item
504
of Regulation S-K.

24. We note your statement that management will retain broad
discretion in the allocation and use of the proceeds of this
offering.
Please be advised that while you may retain the right to change
your
use of proceeds, you must specifically discuss the contingencies
that
would cause you to change your use of proceeds and describe the
alternatives to these uses.  See Instruction 7 to Item 504 of
Regulation S-K.  Please revise your disclosure to discuss these
specific contingencies and alternatives.

Dilution, page 28

25. We note your disclosure in the first paragraph on page 29.
The
comparative table you provide at the bottom of page 28 should
include
shares subject to outstanding options that are held be officers,
directors and affiliated persons.  The comparison includes shares
that
these persons have a right to acquire, as well as shares they
already
own.

26. We note your disclosure in the second paragraph on page 29.
Please revise this disclosure to include all options granted
subsequent to March 31, 2005.

27. Please tell us how you calculated or determined the amount of
$68,403,596 of consideration paid by your existing security
holders as
disclosed in the table at the bottom of page 28.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 32

Results of Operations, page 40

Nine Months Ended March 31, 2004 and 2005, page 40

Other Income (expenses), net, page 42

28. We note from the discussion on page 42 that you have included
interest expense in "other income (expense)" in your consolidated
statement of operations.  Please revise your consolidated
statements
of operations to provide separate disclosure of interest expense.
Refer to the disclosure requirements outlined in Rule 5-03 of
Regulation S-X.

Contractual Obligations, page 50

Long-Term Debt, page 50

29. Please describe in greater detail the covenants that you are
required to maintain under your two credit facilities.  In
addition,
please explain the consequences if you are no longer in compliance
with these covenants.

Quantitative and Qualitative Disclosures About Market Risk, page
51

Interest Rate Risk, page 51

30. As all of your outstanding debt appears to be subject to
variable
interest rates, please explain in further detail the basis for
your
conclusion that a 100 basis interest point change would not have a
material impact on your earnings.  As part of your response,
please
tell us the expected impact of such change on your interest
expense
for the most recent fiscal year and tell us the assumptions used
in
your computations.  We may have further comment upon receipt of
your
response.

Business, page 52

31. Please disclose the information required by Items 101(c)(vii)
and
101(c)(xi) of Regulation S-K.

32. Please explain how investors are to evaluate the disclosure in
the
first sentence of the fourth paragraph of this section regarding
your
customers.

Intellectual Property, page 64

33. Please disclose when your intellectual property rights will
expire
or terminate.

34. We note your disclosure in the first and third paragraphs of
the
first risk factor on page 16 regarding the claims made against
your
intellectual property rights.  Please discuss in greater detail
these
claims in this section.

Management, page 67

Directors, Executive Officers and Other Key Employees, page 67

35. Please disclose the information required by Item 401(e)(2) of
Regulation S-K. It appears that Mr. Riley is a director of LoJack,
Corporation, which has a class of securities registered pursuant
to
Section 12 of the Exchange Act.
Option Grants in Last Fiscal Year, page 72

36. We note that you have no existing trading market for your
common
stock.  With respect to calculating the potential realizable
values,
please refer to Instruction 7 to Item 402(c) of Regulation S-K.
Please also refer to interpretation J.17. of the July 1997 Manual
of
Publicly Available Telephone Interpretations, which states that
you
may use the mid-point of your offering price in calculating these
values in lieu of using the fair market value on the date of
grant.
Please also explain in reasonable detail the valuation method you
elect to use in a footnote to the table.

Certain Relationships and Related Party Transactions, page 79

37. Please state whether you believe that the transactions you
describe in this section are on terms at least as favorable to the
company as you would expect to negotiate with unrelated third
parties.

38. Please revise the notes to your financial statements to
disclose
the amounts and terms of the transactions regarding your Series A
and
Series B Convertible Preferred shares and your common shares that
involved your officers and directors. Refer to the requirements of
paragraph 2 of SFAS No.57.

Supply Relationship with Mod-Pac Corporation, page 80

39. We note the disclosure in the last paragraph of this section
regarding the per shipped unit fee you must pay to Mod-Pac under
the
terms of the April 2005 amendment to your supply agreement.
Please
disclose the amount of the fee and disclose the aggregate amount
of
fees you have paid to Mod-Pac.

Principal and Selling Shareholders, page 82

40. Please disclose how the selling security holders received the
shares to be offered for resale and any material relationship that
the
selling security holders have had with your company over the last
three years.  See Item 507 of Regulation S-K.

41. If a selling security holder is not a natural person, please
(i)
disclose the natural persons with dispositive voting or investment
control of it, and (ii) advise us as to whether it is a broker-
dealer
or an affiliate of a broker-dealer.  In addition:

* if a selling security holder is a broker-dealer, please disclose
that it is an underwriter; or
* if a selling security holder is an affiliate of a broker-dealer,
please disclose that (i) it purchased the registered shares in the
ordinary course of business and (ii) at the time of the purchase
it
had no agreements or understandings, directly or indirectly, with
any
person to distribute the registered shares. If you cannot make
these
disclosures, please disclose that the selling security holder is
an
underwriter.

42. Please expand your disclosure to identify each selling
security
holder that plans to participate if the underwriters exercise the
over-allotment option, whether in full or in part.  In addition,
please disclose the proportions in which each selling security
holder
will sell additional shares if the over-allotment is exercised.

43. We note that your calculation of beneficial ownership is dated
as
of March 31, 2005.  You are required to calculate beneficial
ownership
as of the most recent practicable date.  Please revise
accordingly.
See Item 403 of Regulation S-K.

Description of Capital Stock, page 85

44. Please remove the statement in the first sentence of the
introductory paragraph that the description is qualified by
reference
to your charter documents, as it is inconsistent with Rule 411 of
Regulation C.  In addition, please clarify that the description
summarizes the material terms of your charter documents.

45. Please disclose the information required by Item 202(a)(5) of
Regulation S-K.

Common Shares, page 85

46. Pleas