SecProbe.io

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      January 28, 2005

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 January 18, 2004, as amended
      File No. 333-120679

Dear Ms. Rapkin:

	We have reviewed your amended 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 confirm that you will provide all information required
in
any preliminary prospectus you circulate pursuant to Rule 430 of
the
Securities Act, and also confirm that you will provide all other
missing information in a subsequent amendment so that we may
review
it prior to effectiveness, such as the composition of the board of
directors, executive compensation, the selling shareholder
information and the legality opinion.

`Dividend Policy, page 25
2. Please be more specific as to the purpose of the special
dividend.
For example, explain in greater detail what you mean when you say
you
are "maximizing the consideration to Cendant" and discuss whether
Cendant has attached a value or cost to the disposition of its
entire
ownership interest in you.  Also more specifically discuss how the
balance receivable from Cendant will affect the dividend.

Capitalization, page 26
3. Please discuss in your capitalization disclosures the business
purpose for paying a special dividend to Cendant of approximately
$310.3 million. Similar disclosures should also be provided in the
notes to your pro forma financial information.

Notes to Unaudited Pro forma Combined Financial Statements, page
34
4. We note from your response to prior comment 7 that the company
will include an estimated amount of restricted stock units based
on
the midpoint of the estimated offering price range in the
preliminary
prospectus prior to its circulation to potential investors.
Please
include such information including the amounts and terms of the
options and restricted stock units and the amount of expense to be
recognized in the MD&A and in notes to the pro forma financial
information prior to the planned effectiveness of your S-1
registration statement.
5. Please explain why the amount of the adjustment to eliminate
costs
allocated by Cendant for the year ended December 31, 2003 as
reflected in pro forma adjustment (1) of $2.5 million is
significantly less than the amounts of allocated costs disclosed
in
the table on page 51 of $1,854 and $2,329, or approximately $4.3
million. Please reconcile and revise these disclosures.  If all of
these costs will no longer be allocated to the company, they
should
be reflected in a pro forma adjustment to the company`s pro forma
statement of operations.
6. We note your response to prior comment 6 but continue to have
concern that certain amounts reflected in adjustment (1) may not
be
factually supportable as required by Rule 11-02(b)(6) of
Regulation
S-X.  In this regard, in order for adjustments to be considered
"factually supportable," they must be supported by written
contracts,
employment agreements, or other contractual arrangements that have
been finalized rather than on the basis of vendor quotes or
estimates.  Please revise your pro forma statements of operations
to
eliminate those adjustments that are not considered factually
supportable.  To the extent that you expect the amount of expenses
incurred for the various matters reflected in adjustment (1) to
exceed those which are "factually supportable," this matter should
be
disclosed in the notes to the pro forma financial information
along
with an explanation of why they are not reflected in the pro forma
statements of operations (i.e., because they are not factually
supportable).
7. Revise footnote (2) to disclose the significant assumptions
used
to calculate or determine this adjustment.
8. Revise footnote (5) to disclose the significant assumptions
used
to calculate or determine the amount of this adjustment.  In this
regard, please disclose the amount of financing costs expected to
be
incurred and the method and period used to amortize them to
expense.
9. Please revise footnotes (4), (5), and (6) to separately
disclose
the amounts of each of these adjustments.
10. Please complete disclosure of your pro forma basic and diluted
earnings per share and the related weighted average share
information
prior to the planned effectiveness of your Form S-1 registration
statement. The pro forma adjustments for the tax receivable
agreement
will also require completion prior to the effectiveness of your
Form
S-1 registration statement.

Consolidated Balance Sheets, page F-2
11. We note your response to prior comment 11 that SAB Topic 1:B:3
does not specifically require that such disclosure be included in
the
historical financial statements and that you believe the pro forma
financial statements on pages 30 to 36 contain all the required
information specifically outlined in SAB Topic 1:B:3.  However we
continue to believe that retroactive effect of the dividend that
the
company plans to pay to Cendant prior to the completion of its
public
offering should be included in the balance sheet for the most
recent
interim period presented, or a pro forma balance sheet should be
presented alongside the company`s historic balance sheet for the
most
recent interim period giving effect to the dividend.  We believe
such
disclosure is necessary in the historical financial statements of
the
company since it shows the company`s revised equity structure
(including the impact of the dividend to be paid to Cendant)
immediately prior to the offering.  Please revise your statements
accordingly.

Note 18. Subsequent event, page F-44
12. Please explain why the disclosures related to the company`s
dividend payments to its parent company during 2004 are included
in a
"Subsequent events" note to the company`s audited financial
statements.
13. Please revise the company`s "subsequent event" disclosures to
disclose the nature and significant terms of the various
transactions
that will be completed prior to the company`s planned public
offering. In this regard, please disclose the terms of each of the
following transactions:

* The planned dividend payment that the company will pay to
Cendant
prior to the completion of the offering.
* The terms of the new credit agreement and revolving credit
facility
that the company plans to enter into prior to the offering.  As
part
of the revised disclosure, please indicate the restrictions on the
Company`s ability to pay dividends imposed by the terms of this
agreement.  Refer to the requirements of Rule 4-08(e) of
Regulation
S-X.
* The number of shares of common stock and the number and  terms
of
the non-voting convertible preferred stock that will be issued to
a
wholly owned subsidiary of Cendant in connection with the merger
of
Wright Express LLC with and into Wright Express Holding
Corporation.
These disclosures should include the dividend
* requirements associated with the preferred shares and the terms
under which the convertible preferred stock is convertible into
the
company`s common shares.
* The terms of the transition services agreement and the tax
receivable agreement that the company will enter into with
Cendant.
MD&A should also be revised to include a discussion of all of
these
transactions and their impact on the company`s financial condition
and future results of operations.

``Part II.  Recent sales of unregistered securities, page II-2.
14. Please describe the facts relied upon to make the Section 4(2)
exemption available for the future issuance of common stock and
Series A non-voting convertible preferred stock to Cendant
Mobility
Services Corporation.  Supplementally provide us with a brief
analysis as to why the planned offering to Cendant Mobility
Services
should not be integrated with this public offering.
`
Confidential Treatment Request Application
15. After we have reviewed your application for confidential
treatment we will provide comments, if any, in a separate letter.

```````````````````````******

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Claire Lamoureux, Staff Accountant, at (202)
824-5663 or Linda Cvrkel, Branch Chief, at (202) 942-1936 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Johanna Vega Losert, Attorney-Advisor, at
(202) 942-2931 or the undersigned at (202) 942-2936 with any other
questions.

      Regards,

							Sara W. Dunton
							Branch Chief

cc: 	via facsimile (917) 777-2103
	Gregory A. Fernicola
      Nanda Monteiro
      Skadden Arps Slate Meagher & Flom LLP
      Four Times Square
New York, New York
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Wright Express Corporation Form S-1
January 28, 2005
Page 6

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