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[Cleary Gottlieb Steen & Hamilton LLP letterhead]

Writer’s Direct Dial: (44) 020 7 614-2280

E-Mail: wgroll@cgsh.com

September 1, 2005

Jeffrey B. Werbitt, Esq.

Attorney-Advisor

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

    Re:

    De Rigo S.p.A.

    Schedule 13E-3/TO-T filed by DR 3 S.r.l., Ennio De Rigo, Walter De Rigo and De Rigo Holding B.V.

    Filed August 4, 2005

    SEC File No. 05-48824

Dear Mr. Werbitt:

          On behalf of our clients De Rigo Holding B.V. (“De Rigo Holding”), DR 3 S.r.l.
(“DR 3”), Ennio De Rigo and Walter De Rigo (the “De Rigo Brothers” and,
collectively with De Rigo Holding and DR 3, the “Filing Persons”), we have set forth below
the responses of the Filing Persons to the comments of the Staff of the Commission contained in
your letter to Mr. Colin Longhurst, dated August 19, 2005 (the “Comment Letter”). For ease
of reference, the text of each of the Staff’s comments from the Comment Letter is set forth in full
in this letter in italics with the response immediately following each italicized comment.
Capitalized terms used but not defined in this letter have the meanings ascribed to them in the
Offer to Purchase unless otherwise indicated.

          The Filing Persons are filing today an amendment to their combined Schedule TO and Schedule
13E-3, initially filed on August 4, 2005 (the “Combined Schedule”), containing the
revisions described in this letter and other changes. For your convenience, a courtesy copy of
today’s amendment is enclosed.

Jeffrey B. Werbitt, Esq., p. 2

Schedule TO/13E-3

General

1. While the offer is being made for all ADSs and ordinary shares of De Rigo S.p.A., we note that
the offer is not being made in Italy. Please advise us as to what consideration was given to the
requirements of Rule 13e-4(f)(8)(i).

          The Filing Persons believe that the offer complies with the requirements of Rule
13e-4(f)(8)(i) and Rule 14d-10. The offer is made for all ADSs and ordinary shares and, as noted
in the third question and answer in the Summary Term Sheet on page 1 of the offer to purchase, is
open to all holders and beneficial owners of ordinary shares and ADSs. Tenders received from
holders of ordinary shares or ADSs who are resident in Italy will be treated identically to those
received from all other holders – they will be accepted if the conditions to the offer are
satisfied and all necessary formalities for the tender (e.g., executed letter of transmittal and
delivery of share certificate or ADR) are satisfied.

          As the Staff has noted, and the offer to purchase and related offer materials state clearly,
the offer is “not being made in Italy.” This reflects the decision by the Filing Persons not to
make a formal offer in Italy, and not to publicly solicit tenders in Italy or otherwise publicize
the offer there, as well as taking certain other precautions relating to publicity and solicitation
efforts in order to comply with recent guidance from Consob, the Italian securities regulator, as
to what is required in order for such an offer to be exempt from review by Consob and related
Italian regulations which, if applicable, could potentially create tension with the requirements of
the Exchange Act. These procedures were arrived at through informal discussions with Consob
officials. The procedures do not, however, prevent the distribution of materials to record holders
of ordinary shares or ADSs. Accordingly (and as indicated in the legend on the cover page of the
offer to purchase), the offer to purchase and related documents have been sent to all record
holders of ordinary shares or ADSs, including those resident in Italy, and to all DTC participants
on the security position listing of De Rigo, including those resident in Italy. As stated above,
the offer is open to all holders and tenders received from residents in Italy will be accepted or
rejected on the same basis as tenders from all other tendering holders.

          In order to clarify this further, additional disclosure has been added in the amendment to the
Combined Schedule being filed today. The following sentence is inserted as a new last sentence of
the third question and answer on page 1 of the offer to purchase: “Nonetheless, tenders received
from residents of Italy will be accepted if the conditions to the offer are satisfied and all
necessary formalities for a valid tender described in this document are satisfied on the same basis
as tenders from all other tendering holders.”

2. We believe the following individuals and entities may be affiliates engaged in the going private
transaction:

Jeffrey B. Werbitt, Esq., p. 3

    •

    Maurizo Dessolis;

    •

    Massimo De Rigo;

    •

    Colin Longhurst; and

    •

    Deutsche International Trust Company.

As affiliates engaged in the transaction, each party must comply with the disclosure,
dissemination and filing requirements of Rule 13e-3 and Schedule 13E-3. Please revise or
advise.

          The Filing Persons believe that the only affiliates engaged in the going private transaction
are De Rigo Holding, DR 3 and the De Rigo Brothers. The Filing Persons believe that neither Mr.
Longhurst nor Deutsche International Trust Company is an affiliate of De Rigo. The Filing Persons
further believe that neither Mr. Massimo De Rigo nor Mr. Dessolis are engaged in the going private
transaction in a manner requiring them individually to comply with the disclosure, dissemination
and filing requirements of Rule 13e-3 and Schedule 13E-3. The Filing Persons do not believe that
all officers and directors of corporate entities engaged in going private transactions are, solely
as a result of their status as such officers or directors, themselves engaged in the transaction.

          Mr. Longhurst and Deutsche International Trust Company are independent directors of De Rigo
Holding. They have no day-to-day control over (or participation in the activities of), and no
equity interest in, any of De Rigo Holding, DR 3 or De Rigo.

          Mr. Massimo De Rigo may be an affiliate of De Rigo in light of his status as an officer and
one of the Vice-Chairmen of its board of directors. The Filing Persons do not believe, however,
that he is “engaged” in the transaction. His involvement in the transaction has been solely in his
capacity as one of the Managing Directors of DR 3, not in any personal capacity. Moreover, he has
no equity interest in any of De Rigo Holding, DR 3 or De Rigo, and will not have any such equity
interest as a result of the transaction.

          Mr. Maurizio Dessolis also may be an affiliate of De Rigo in light of his status as an officer
and one of the Vice-Chairmen of its board of directors. The Filing Persons do not believe,
however, that he is “engaged” in the transaction. Mr. Dessolis’ involvement in the transaction has
been solely in his capacity as an officer or director of DeRigo Holding and DR 3, not in any
personal capacity. He has no equity interest in De Rigo Holding or DR 3, and will not have any
such interest as a result of the transaction. He has a very small equity interest in De Rigo
(approximately 0.1%), as disclosed (among other places) on page 5 of the offer to purchase;
however, he is retaining that interest only because a provision of Italian law makes it difficult
for him to tender those shares into this offer. As disclosed in the offer to purchase, following
the offer, he intends to sell his interest in De Rigo to De Rigo Holding at the same price as that
paid to all other shareholders in the offer.

          Thus, none of the individuals or entities identified in the Staff’s comment (individually or
together) will have a material amount of the outstanding equity of the surviving

Jeffrey B. Werbitt, Esq., p. 4

company or of the entities controlling the subject company and none has a personal interest in
the transaction sufficient to render him or it “engaged” in the transaction.

3. To the extent that other members of the board of directors and management of the company will
own equity in the Company both before and after the Offer, analyze whether such persons also need
to be included as filing persons. If you decide they don’t please explain why supplementally.

          The Filing Persons believe that no other member of the board of directors or management of De
Rigo is engaged in the going private transaction. No member of De Rigo’s board of directors other
than the De Rigo Brothers, Mr. Dessolis and Mr. Michele Aracri hold any ordinary shares or ADSs.

          Mr. Michele Aracri currently holds 800,000 ordinary shares and 70,000 ADSs (representing
approximately 1.9% of the outstanding equity of De Rigo). As
disclosed on page 2 of the Schedule
14D-9 filed with the Commission by De Rigo on August 5, 2005
(the “Schedule 14D-9”), Mr. Aracri has
informed De Rigo that he intends to tender an as yet undetermined portion of his holdings into the
offer. Although we do not know how many of his securities Mr. Aracri will tender into the offer,
any shares he may retain following the offer will not constitute a material amount of the
outstanding equity. He has no equity interest in or other role with De Rigo Holding or DR 3.
Moreover, Mr. Aracri had no involvement in the decision to proceed with this transaction, or in its
planning or implementation.

          The other executive officers of De Rigo currently hold very little equity in De Rigo (in the
aggregate, less than 0.1%) and no other executive officer of De Rigo is expected to own any equity
in De Rigo following the offer as each has informed De Rigo of his intention to tender. As
disclosed on page 2 of the Schedule 14D-9, Mr. Jordi Fontcuberta, Managing Director of De Rigo’s
subsidiary General Optica, has indicated that he intends to tender the 15,000 ADSs held by him.
Mr. Mario Sommavilla, Chief Administrative Officer of De Rigo, has indicated that he intends to
tender the 7,475 ADSs held by him. Mr. Bruno Palmegiani, Art & Creative Director of De Rigo, has
indicated that he intends to tender the 3,450 ADSs held by him. No other executive officer of De
Rigo holds any ordinary shares or ADSs.

4. Please revise to specifically incorporate by reference into the Schedule T0/13E-3 the
information required by Item 1010(a) of Regulation M-A for De Rigo, including a reconciliation to
U.S. GAAP. See Item 13 of Schedule 13E-3. We note that you have incorporated the
financial information included in Item 18 of De Rigo’s 2004 Form 20-F in the offer document.
Further, please advise of the basis for your belief that pro forma financial information pursuant
to subsection (b) of Item 1010 is material.

          The Filing Persons believe that the information contained in Item 18 of De Rigo’s 2004 Form
20-F, which is incorporated by reference into the offer to purchase, includes all of the
information, including the reconciliation of certain items to U.S. GAAP, required to be included or
incorporated by reference into the document in accordance with Item 1010(a) of Regulation M-A. In
this regard, we note that the financial information incorporated by reference in the offer

Jeffrey B. Werbitt, Esq., p. 5

to purchase has been prepared in accordance with Item 18 of Form 20-F, which includes more
extensive requirements than those set forth in Item 17 of Form 20-F, which is the standard
referenced in Item 1010(c) of Regulation M-A. Note 19 of the Consolidated Financial Statements
included in the incorporated financial information presents a full U.S. GAAP reconciliation
footnote.

          The purchase of shares by DR 3 in the tender offer will have no effect whatsoever on the
financial statements of De Rigo; accordingly, the Filing Persons believe pro forma financial
information for De Rigo is immaterial.

5. Instruction 1 to Item 13 of Schedule 13E-3 requires that if summarized financial information is
prepared on the basis of a comprehensive body of accounting principles other than U.S. GAAP, the
summarized financial information must be accompanied by a reconciliation. It is unclear whether
the summarized financial data provided in the offer document provides a reconciliation, please
advise or revise to provide.

          The summary financial information contained in the offer to purchase includes a reconciliation
to U.S. GAAP of the required items. The tables of income statement data and of balance sheet data
each include a section entitled “amounts in accordance with U.S. GAAP” containing the reconciled
data, as required.

6. Please provide a brief description of the accounting treatment of this transaction. See
Item 1004(a)(1)(xi) of Regulation M-A.

          Item 1004(a)(1)(xi) requires a statement of the accounting treatment of the transaction if
material. In this case, the purchase of shares by DR 3 in the tender offer will have no effect
whatsoever on the financial statements of De Rigo and, accordingly, the Filing Persons believe the
accounting treatment is immaterial. For DR 3 (the financial statements of which are not material
given the all cash nature of the offer, in accordance with the Instructions to Item 10 of Schedule
TO), all ordinary shares or ADSs acquired will be accounted for as a purchase and will be recorded
as assets at cost.

Offer to Purchase

Important

7. Either delete or provide an analysis supporting your reference to Treasury Department Circular
230. In your analysis, please address why you believe your disclosure constitutes a “covered
opinion.” First, the disclosure is being made by the filing persons, none of whom, presumably,
fall within the definition of “tax advisor” for purposes of the Circular. Second, it appears that
31 CFR Part 10, § l0.35(b)(2)(ii)(B)(3) specifically carves out written advice included in document
required to be filed with the Securities and Exchange Commission.

Jeffrey B. Werbitt, Esq., p. 6

     In response to the Staff’s comment, the Filing Persons have deleted the identified disclosure
in the amendment to the Combined Schedule being filed today.

Summary Term Sheet, page 1

General

8. It appears that your “Summary Term Sheet” predominantly addresses the tender offer. Please
revise this section to provide balanced disclosure to equally provide the most material terms of
the 13E-3 transaction, as well as the most material terms of the tender offer. For example, your
“Summary Term Sheet” should provide a statement as to each filing person’s belief as it relates to
the fairness of the transaction. Also, more clearly disclose the parties involved in this
transaction. For example, revise to more prominently identify the filing persons engaged in this
transaction and their interests. In this regard, you should identify the executive officers and
directors of De Rigo that are in engaged in this transaction and explain that they are affiliates
of De Rigo. Also, revise to summarize the interests of the filing persons, including De Rigo’s
executive officers and directors that are engaged in this Offer. This disclosure should be
presented individually and in the aggregate, and it should emphasize any interests that differ from
the unaffiliated security holders.

          In response to the Staff’s comment, the Filing Persons have added additional disclosure in the
amendment to the Combined Schedule being filed today. As requested, we have added the following
additional disclosure about the status of the filing persons as affiliates of De Rigo, the views of
the filing persons regarding the fairness of the offer and the interests of the filing persons
engaged in the offer. We note, however, that the tender offer is the Rule 13e-3 transaction;
accordingly, we believe the summary of the material terms of the tender offer (including the impact
on those who do not tender) that was included in the Combined Schedule constitutes a summary of the
material ter