SecProbe.io

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      December 22, 2004

Mail Stop 0305

Hilary A. Rapkin, Esq.
Vice President and General Counsel
Wright Express Corporation
97 Darling Avenue
South Portland, Maine  04106

Re:	Wright Express Corporation
	Form S-1 filed November 23, 2004
      File No. 333-120679

Dear Ms. Rapkin:

	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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	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 and 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 provide us with any artwork you intend to use prior to
printing the red herrings.  The artwork you present on the inside
front cover of the prospectus should provide clear illustrations
of
your product or business with concise language describing the
illustrations.  Artwork that does not convey the business purpose
or
language that strays beyond a limited scope will not be
appropriate
inside the front cover.  Refer to Section VIII of the Division of
Corporation Finance March 31, 2001 Current Issues and Rulemaking
Projects Quarterly Update available at www.sec.gov.

2. In an appropriate location in the document, please quantify the
total consideration that Cendant expects to receive in connection
with the disposition of its Wright Express subsidiary.  Further
explain, for example, that Cendant expects to receive more than
$1.0
billion in proceeds, consisting of offering proceeds and other
distributions from Wright Express related to the offering.
Explain
how "the other distributions" from Wright Express may potentially
impact the proceeds received by Cendant.

3. Please explain why you have omitted the following information
from
your document.  In your explanation, tell us the status of, and
quantify to the extent feasible, the following items:
``* The special dividend to Cendant;
* The cancellation of a receivable from Cendant;
* The approximate costs to incur for transitional services in the
12
month period following the closing of the offering;
* The term loan and revolving credit facility amounts you expect
to
enter into prior to the closing;
* Shares reserved for stock options, equity awards, future grants
under the 2005 Equity and Incentive Plan, your 401(k) plan and
your
employee purchase plan;
* The description of the authorized capital stock, for example,
the
number of shares of common stock and preferred stock; and
* Executive officer compensation, summary compensation table and
Cendant stock options on page 76.
Please revise your disclosure to reflect the above information in
the
next amendment, or as it becomes available.

4. We note from page 77 of the business section that no stock
options
were granted to your named executive officers during 2004.  Please
supplementally tell us if there were any stock options granted to
employees or other officers during 2004.  If there were grants,
please provide both the exercise price and the amount of options
granted.

Cover Page

5. Please revise to clarify that Cendant is offering 100% of its
Wright Express stock in this offering.

Prospectus Summary, pages 1 - 7

6. The summary should provide investors with a clear, concise and
coherent "snapshot" description of the most significant aspects of
the offering.  Where possible, please revise the summary to be
more
concise, and refrain from cutting and pasting lengthy sections
from
other parts of the document, such as the Business section.

Wright Express, page 1

7. Please revise the first page of the summary to provide a
clearer
picture of the corporate history of this company, including when
it
was formed, how it was formed, and to also make clear the business
purpose of this offering.  For example, you should disclose on the
first page that you are a wholly owned subsidiary of Cendant, that
Cendant is selling its entire ownership stake in this offering,
and
that you will receive no proceeds from this offering.  Also
consider
relocating the Cendant disclosure on page 5 to the first page of
the
summary.

8. Tell us on what basis you are able to determine that you are "a
leading provider of payment processing and information management
services to the U.S. commercial and government vehicle fleet
industry."  Please provide supplemental support for this assertion
and explain to us the criteria you applied to reach this
conclusion.

Please 9. `explain to us why you provide five-year compound annual
growth rates, alongside single-year revenue and net income levels
on
page 2.  Also explain why the five-year growth rate for revenues
is
26%, while you disclose on page 1 that the five-year growth rate
for
the "aggregate dollar value" of transactions processed for fleets
is
22%; what is the difference between those two computations? How
long
has the company been in business, and why did you choose to
disclose
five-year compound growth rates, as opposed to the business growth
based on some other time period? Please advise and consider
revising
to clarify these issues and/or place the more detailed financial
information (i.e. compound annual growth rates) outside of the
summary.

Relationship with Cendant, page 5

10. We note from the MD&A section on page 35 that Cendant has
owned
Wright Express since March 2001, although Wright Express has been
in
business since 1983.   Please also disclose those facts here.  The
fact that Cendant has not had any ownership or oversight over
Wright
Express for most of its history might impact the significance of
the
transitional agreement and continuing business arrangements
between
Cendant and Wright Express you discuss here.

Corporate information, page 6

11. Please revise to better explain the current corporate
structure,
and the history of the corporate structure. Consider including a
chart to depict the corporate structure.  We note your disclosure
on
page 55 in the "Our history" section, which is somewhat complex;
nevertheless, some of those details should be explained here in
the
summary.

The offering, page 7

12. In the bullet point list at the bottom of page 7, please
revise
to disclose the weighted average exercise price per share of the
shares issuable upon the exercise of equity awards to be issued in
exchange for Cendant equity awards upon completion of the
offering.

13. Please clarify whether the paragraph on page 8 relates to the
bullet point list of exclusions listed at the bottom of page 7, or
whether that paragraph relates to a separate exchange of Wright
Express common stock for Cendant restricted stock units and stock
options.  In any case, revise the disclosure to be clear as to the
manner in which you will determine the exchange ratio prior to the
closing of the offering.

Summary Combined Financial Information, page 9

14. We note your presentation of the non-GAAP measures "net income
margin" and "Total MasterCard purchase volume" in your Summary and
Selected Financial Information. Please revise to delete these non-
GAAP measures or revise your presentation of these measures to
comply
with all of the requirements of Item 10(e) of Regulation S-K. Note
that we will not object to a discussion in MD&A of "MasterCard
purchase volume" if management believes this measure is meaningful
to
an understanding of the Company`s results of operations for the
periods presented and the discussion provided includes a
discussion
of why this measure is meaningful to an understanding of the
Company`s results for the periods presented.

15. Please disclose your planned accounting treatment for the
merger
of Wright Express LLC and Wright Express Solutions and
Technologies,
LLC into Wright Express Holding Corporation. Also, please confirm
that Wright Express Holding Corporation has no material assets or
operations prior to its merger with Wright Express LLC, or revise
to
include financial statements for this entity in the registration
statement.

Risk Factors, page 12
16. Please remove the qualifying language from the introductory
paragraph and clarify that you have included all material risks to
your business and that are associated with this offering.  All
material risks should be described.  If risks are not deemed
material, please do not reference them.

Risks Relating to Our Company, page12

Our business and results of operations are dependent on several
key
strategic..., page 14

17. Please clarify the type of customers you serve in your top
five
strategic relationships.  For example, are those relationships
related to the agreements with major oil companies and fuel
retailers
you reference in the second paragraph?  Also provide examples of
the
fleet customer, so that the reader can better understand the risk.

We are subject to extensive government regulation and
oversight...,
page 15

18. Please advise whether you believe you could contract with a
third-party to provide credit to your customers on similar terms,
and
for a similar price, as you do through your Utah industrial bank,
or
whether the cost of that service would be higher, and discuss that
in
the risk factor if material.  Furthermore, please discuss and to
the
extent feasible quantify the extent to which you use your ability
to
issue certificates of deposit to obtain financing.  For what do
you
issue certificates of deposit? Please be clear on the benefits you
reap from having access to an affiliated Utah bank, so that
investors
can better understand the risk.

We have benefited from being a subsidiary of much larger
entities...,
page 17

19. Please clarify the time period during which Avis Group
Holdings
was the parent company of Wright Express.  If feasible and
material,
also quantify the growth experienced by the company as a
subsidiary
of both Avis and Cendant, specifying the time periods associated
with
that growth.

We will be required to pay Cendant for most of the tax benefits we
receive..., page 18

20. Please disclose when you expect to realize the cash savings,
and
whether it will be all at once, or over a period of time.  To the
extent feasible, provide an estimate of the "substantial" payments
you expect to make to Cendant under the tax receivable agreement
and
discuss the factors that dictate the timing of any payments under
the
tax receivable agreement.

Use of Proceeds, page 24

21. To the extent feasible, please be more specific as to the use
of
proceeds.

Dividend Policy, page 24

22. Please disclose the business purpose of the $19.9 million
dividend paid to Cendant in 2004, and the business purpose of the
special dividend to be declared to Cendant immediately prior to
this
offering.

23. We note the discussion on page 24 indicating that your new
credit
facility may contain restrictions regarding the Company`s ability
to
pay dividends. Please revise the notes to the Company`s financial
statements to disclose the nature and significant terms of any
dividend restrictions imposed by the new credit facility. Refer to
the requirements of Rule 4-08(e) of Regulation S-X.  Also, the
discussion of "Dividend limitations and minimum capital
requirements"
on page 49 of MD&A should also be revised to include a discussion
of
these restrictions.

Unaudited pro forma combined financial statements, page 33

24. Please revise the introductory paragraph to the pro forma
financial statements to include a brief description regarding the
nature and terms of the various transactions that have been
reflected
in the pro forma financial information. Refer to the requirements
of
Rule 11-02(b)(2) of Regulation S-X.

Notes to unaudited pro forma combined financial statements, page
34

25. We note that note 6 will reflect the adjustment to give effect
to
the tax receivable agreement with Cendant.  Considering the
disclosure on page 6 that you will be required to pay Cendant 85%
of
the amounts by which your income taxes are actually reduced and
the
actual amount and timing of any payments will vary depending upon
a
number of factors, please supplementally tell us and explain in
Note
(6) how the proforma amount was determined.

26. We note that the unaudited pro forma combined financial
statements include incremental costs that you expect to incur
going
forward.  Please ensure the pro forma adjustments also include an
adjustment to reduce expenses for services provided by Cendant and
its affiliates that will be terminated in connection with your
planned offering and for which you do not expect to incur
continuing
costs on a stand-alone basis.  These adjustments must also be
"factually supportable" as required by Rule 11-02(b)(6) of
Regulation
S-X.

27. Refer to footnote (1) - We note that you plan to include in
adjustment (1) "incremental costs that you expect to incur as a
result of becoming a public company and your separation from
Cendant".  Please ensure that this adjustment includes only costs
that are factually supportable and will have continuing impact on
the
Company`s results of operations as required by Rule 11-02(b)(6) of
Regulation S-X. Please note that in order to be considered
"factually
supportable" the Company must be contractually obligated to incur
such costs. Also, the costs included in your pro forma adjustments
should not include any one-time costs or special charges
associated
with the spin-off since these costs will not have a continuing
impact
on your results of operations. However, to the extent that you
expect
to incur costs in excess of those that are factually supportable
or
which will not have a continuing impact, these costs should be
disclosed in the notes to your pro forma financial information.

28. We note from footnote (1) and disclosures provided elsewhere
in
the document that the Company plans to grant new options and
performance-based restricted stock units immediately following the
offering that will vest over a four year period. Please tell us
and
explain in the notes to the pro forma financial information and
MD&A
the number and terms of the options and restricted stock units
that
you plan to issue in connection with the offering. Also, tell us
and
disclose the amount of compensation expense that you expect to
recognize in connection with the option grants and explain how
this
expected expense was calculated or determined.

29. Refer to footnote (7) - Please clarify in footnote (7) or the
introductory paragraph to your pro forma financial information how
this adjustment is directly attributable to the spin-off
transaction
as required by Rule 11-02(b)(6) of Regulation S-X.

30. Refer to footnote (8) - Please disclose in the introductory
paragraph or footnote (8) the significant terms of the merger
between
Wright Express LLC and Wright Express Holding Corporation and
disclose the accounting treatment to be used for this transaction.

Management`s Discussion and Analysis, pages 35
General

31. We note in the transactions with current and past Cendant
affiliates disclosure on page 88, that you are currently
renegotiating certain terms of the arrangement with PHH Vehicle
Management Services to provide co-branded payment processing and
information management services to its fleet customers.  To the
extent there are expectations of any significant changes in
amounts
of revenue you will receive going forward, please include a
discussion of this arrangement in the MD&A section.

Overview, page 35

32