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SEC Company Response from Mueller Water Products, (MWA) — May 23, 2006

Mueller Water Products, Inc.
Date: May 23, 2006 · CIK: 0001350593 · Accession: 0001047469-06-007541

AI Filing Summary & Sentiment

File numbers found in text: 333-131536

Date
May 23, 2006
Author
SECURITIES LLC
Form
CORRESP
Company
Mueller Water Products, Inc.

Letter

Division of Corporation Finance Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Mueller Water Products, Inc. Registration Statement No. 333-131536

Dear Ms. Long, Ms. Sheppard and Mr. Slivka:

In connection with the above referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby join in the request of Mueller Water Products, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern Time, on May 25, 2006, or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act, please be advised that between May 12, 2006 and May 23, 2006, the undersigned have effected the following approximate distribution of copies of the Preliminary Prospectus Supplement, dated May 12, 2006 (the “Preliminary Prospectus”):

Institutions

5,400

Underwriters and Others

12,600

Total copies:

18,000

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,
BANC OF AMERICA
SECURITIES LLC

Show Raw Text
CORRESP
1
filename1.htm

Mueller Water Products, Inc.

4211 W. Boy Scout Blvd.

Tampa, FL 33607

May
23, 2006

VIA FACSIMILE AND EDGAR

Pamela
A. Long

Lesli
Sheppard

Craig
Slivka

Division
of Corporation Finance

Securities
and Exchange

Mail
Stop 7010

100
F Street, N.E.

Washington
D.C. 20549

Re:                             Mueller Water Products,
Inc.

Registration
Statement on Form S-1

File No.:
333-131536

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the
undersigned hereby requests that the effective date of the above-referenced
Registration Statement on Form S-1 of Mueller Water Products, Inc. (the
“Company”) be accelerated so that the Registration Statement may become
effective at 3:00 p.m. EST on May 25, 2006, or as soon as possible thereafter.  In this regard, the Company is aware of its
obligations under the Act.

The
Company acknowledges that:

•            should the
Securities and Exchange Commission (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.

  Very
  truly yours,

  Mueller
  Water Products, Inc.

  By:

  /s/
  VICTOR P. PATRICK

  Victor
  P. Patrick

  Vice
  President and Secretary

May 23, 2006

VIA FACSIMILE AND EDGAR

Pamela Long/Lesli Sheppard/Craig Slivka

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549

Re:           Mueller Water Products, Inc.

Registration Statement No. 333-131536

Dear Ms. Long, Ms. Sheppard and Mr. Slivka:

In connection with the above referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), we hereby join in the request of Mueller Water Products, Inc. that
the effective date of the Registration Statement be accelerated so that it will
be declared effective at 3:00 p.m., Eastern Time, on May 25, 2006, or as soon
thereafter as possible.

Pursuant to Rule 460 under the Securities Act, please be advised that
between May 12, 2006 and May 23, 2006, the undersigned have effected the
following approximate distribution of copies of the Preliminary Prospectus
Supplement, dated May 12, 2006 (the “Preliminary Prospectus”):

  Institutions

  5,400

  Underwriters and Others

  12,600

            Total
  copies:

  18,000

In connection with the Preliminary Prospectus distribution for the
above-referenced issue, the prospective underwriters have confirmed that they
are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

Very truly yours,

BANC OF AMERICA
SECURITIES LLC

MORGAN STANLEY & CO. INCORPORATED

LEHMAN BROTHERS INC.

SUNTRUST CAPITAL MARKETS, INC.

GOLDMAN, SACHS & CO.

AVONDALE PARTNERS, LLC

CALYON SECURITIES (USA) INC.

  By:

  Banc of America Securities LLC

  By:

  /s/ ANDREW
  W. WILSON

        Andrew W. Wilson

        Managing
  Director