SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          March 3, 2009  Mr. Robert S. Kean Chief Executive Officer VistaPrint Limited 22 Victoria Street Hamilton, HM 12 Bermuda
Re:  VistaPrint Limited
  Form 10-K and 10-K/A for fiscal year ended June 30, 2008   Filed August 29, 2008 (10-K/A filed October 8, 2008)    File No. 000-51539

Dear Mr. Kean:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are 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.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view 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.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to
the staff.  Please respond w ithin ten (10) business days.

Mr. Robert S. Kean
VistaPrint Limited
March 3, 2009 Page 2

General – Form 10-K

1. Please amend your Form 10-K/A to file CEO and CFO certifications in the form set forth in Item 601( b)(31) of Regulation S-K.

Definitive Proxy Statement on Schedule 14A (inc orporated by reference into Part III of
Form 10-K)
 Incentive Bonuses, page 23

2. We note your disclosure regarding your incentive bonus program. We note
that annual bonuses for your name d executive officers are based on
achievement of “target revenue growth” and “earnings per share growth”, but
we do not see sufficient discussion regardi ng these criteria.  In future filings,
please disclose the revenue growth and earnings per share growth targets for
each executive officer. Please refer to Item 402(b)(2)(v) of Regulation S-K.
To the extent you believe that disclosure  of the targets is not required because
it would result in competitive harm such  that the targets could be excluded
under Instruction 4 to Item 402(b) of  Regulation S-K, please provide a
detailed explanation for such conclusion.  Please also note that to the extent
you have an appropriate basis for om itting the specific targets, you must
discuss how difficult it would be fo r the named executive officers or how
likely it will be for you to achieve th e undisclosed target levels or other
factors.

* * * * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Robert S. Kean
VistaPrint Limited
March 3, 2009
Page 3

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact Chanda
DeLong at (202) 551-3490.  If you need further assistance,  you may contact me at (202)
551-3314.           R e g a r d s ,            D a n i e l  M o r r i s          A t t o r n e y - A d v i s o r