SecProbe.io

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 December 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Trio-Tech International

 Registration Statement on Form S-3

 File No. 333-291219

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Trio-Tech International, a California corporation (the “ Registrant ”), hereby requests acceleration of the effective date of the Registration Statement referred to above so that it may become effective at 4:00 p.m. Eastern Standard Time on Tuesday, December 16, 2025, or as soon as practicable thereafter.

 Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Mr. Jack Kennedy at (619) 272-7064, to confirm the exact time at which the Registration Statement was declared effective.

 Very truly yours,

 /s/ Anitha Srinivasan

 Anitha Srinivasan

 Chief Financial Officer

 Trio-Tech International

 cc:
 Jack Kennedy

 Disclosure Law Group, a Professional Corporation

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February 25, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Trio-Tech International

			Registration Statement on Form S-3

			File No. 333-261485

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Trio-Tech International, a California corporation (the “Registrant”), hereby requests acceleration of the effective date of the Registration Statement referred to above so that it may become effective at 4:00 p.m. Eastern Standard Time on Tuesday,  February 29, 2022, or as soon as practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our counsel, Disclosure Law Group, a Professional Corporation, by calling Ms. Jessica R. Sudweeks at (619) 272-7063, to confirm the exact time at which the Registration Statement was declared effective.

Very truly yours,

/s/ Victor H.M. Ting

Victor H.M. Ting

Chief Financial Officer

Trio-Tech International

cc:          Jessica Sudweeks

Partner

Disclosure Law Group, a Professional Corporation

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February 8, 2022

VIA EDGAR

Messsrs. Austin Pattan and Joshua Shainess

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Trio-Tech International

			Registration Statement on Form S-3

			Filed December 3, 2021

			File No. 333-261485

Ladies and Gentlemen:

This letter is submitted on behalf of Trio-Tech International (the “Company”) in response to comments of the staff of the Office of Technology (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3 (the “Registration Statement”), filed on December 3, 2021 as set forth in your letter dated December 15, 2021 (the “Comment Letter”), addressed to Victor H.M. Ting, Chief Executive Officer of the Company. The Company is filing Pre-Effective Amendment No. 1 to the Registration Statement (the “S-3/A No. 1”) contemporaneously with the submission of this letter to address the comments raised by the Staff in the Comment Letter, as more particularly set forth below.

For reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following such comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation, by the Company.

Registration Statement on Form S-3 filed December 3, 2021

General

			1.

			With a view toward revised disclosure, please tell us:

			●

			whether you or your subsidiaries conduct any operations through contractual arrangements with a variable interest entity based in China;

			●

			whether your business is subject to significant oversight from the Chinese government;

			●

			the percentage of revenue you generate from China-based customers and operations; and

			●

			whether cash is transferred to you from your China-based subsidiaries.

Response

The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has revised the disclosure in the prospectus contained within the S-3/A No. 1 to state that:

			●

			Neither us, nor our subsidiaries, conduct any operations through contractual arrangements with a variable interest entity based in China (See the Cover page to the S-3/A No. 1, and “Risk Factors – Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition” on page 12);

			●

			The business operations of and our entities based in China business are not subject to significant oversight from the Chinese government, outside of the ordinary local tax reviews, local registration requirements, and annual filings. Our businesses, at this time, are not impacted by anti-monopoly policies, variable interest entities policies, or data security policies, nor are our businesses subject to extraordinary oversight from the Chinese government. (See the Cover page to the S-3/A No. 1, and “Company Overview - Permissions under the PRC Law” on page 4);

			●

			Our wholly owned subsidiary, Trio-Tech (SIP) Co., Ltd, owns 51% of the joint venture Trio-Tech (Jiangsu) Co., Ltd (the “Joint Venture”), located in Suzhou, China, together with Suzhou Anchuang Technology Management LLP. While no assurances can be made, we project revenue attributable to the Joint Venture will represent approximately 7.6% of the total revenue of the Company for the year ended June 30, 2022. The Joint Venture did not contribute to revenue historically. In addition, approximately 38% of our annual revenue for the years ended June 30, 2021 and 2020 was provided by one customer, which customer has both U.S.-based and China-based subsidiaries. Our real estate business in China represented approximately 0.1% and 0.2% of total Company revenue for the years ended June 30, 2021 and 2020, respectively, and has represented an immaterial business of the Company, especially given the substantial slowdown in the property market in China (See “Company Overview - Operations in the Peoples Republic of China ("PRC")” on page 4); and

			●

			Cash is transferred to our regional headquarters located in Singapore from our China-based operations. Corporate dividends are limited to retained earnings, and management fees are limited to 6% of revenue. Cash provided by our China-based operations and subsidiaries represent only dividends declarations and management fees (see “Company Overview - Operations in the Peoples Republic of China ("PRC")” on page 4).

Cover Page

			2.

			Please describe your China-based business operations in greater detail. Provide prominent disclosure about the legal and operational risks associated with operating in China. Your disclosure should make clear whether these risks could result in a material change in your operations. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business.

Response

The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has revised both the Cover Page to the Form S-3/A No. 1 as well as the sections of the prospectus titled “Company Overview” (see page 2),and “Cautionary Notes Regarding Forward-Looking Statements” (see page 14), to describe our China-based business operations in greater detail, to address the legal and operational risks of operating in China, the potential effects of such matters on our operations, and recent statements and regulatory actions by China’s government and their effect on us. In addition, we have revised the section of the prospectus titled “Risk Factors” to include appropriate the risks related to our operations in China (see page 5).

Company Overview, page 2

			3.

			Please tell us the anticipated significance of your joint venture with Suzhou Anchuang Technology Management LLP on your operations

Response

The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company owns 51% of the newly incorporated entity. We have also provided revised disclosure related to this joint venture in the section of the prospectus titled “Company Overview - Operations in the PRC” (see page 5).  Based on our current visibility, revenue attributable to the joint-venture is not expected to be material this fiscal year, as the Company is in the development stage at this time.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me at (619) 272-7062.

Very truly yours,

/s/ Daniel W. Rumsey

Daniel W. Rumsey

Managing Director

Disclosure Law Group, a Professional Corporation

			cc:

			Victor H.M. Ting

			Chief Financial Officer

			Trio-Tech International

United States securities and exchange commission logo
December 15, 2021
Victor H.M. Ting
Chief Financial Officer
Trio-Tech International
Block 1008 Toa Payoh North
Unit 03-09 Singapore 318996
Re:Trio-Tech International
Registration Statement on Form S-3
Filed December 3, 2021
File No. 333-261485
Dear Mr. Ting:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed December 3, 2021
General
1.With a view toward revised disclosure, please tell us:
•whether you or your subsidiaries conduct any operations through contractual
arrangements with a variable interest entity based in China;
•whether your business is subject to significant oversight from the Chinese
government;
•the percentage of revenue you generate from China-based customers and operations;
and
•whether cash is transferred to you from your China-based subsidiaries.

 FirstName LastNameVictor H.M. Ting
 Comapany NameTrio-Tech International
 December 15, 2021 Page 2
 FirstName LastName
Victor H.M. Ting
Trio-Tech International
December 15, 2021
Page 2
Cover Page
2.Please describe your China-based business operations in greater detail.  Provide prominent
disclosure about the legal and operational risks associated with operating in China. Your
disclosure should make clear whether these risks could result in a material change in your
operations.  Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business.
Company Overview, page 1
3.Please tell us the anticipated significance of your joint venture with Suzhou Anchuang
Technology Management LLP on your operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jessica Sudweeks

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3030
March 5, 2009

 Victor H. M. Ting Chief Financial Officer and Vice President  Trio-Tech International  16139 Wyandotte Street Van Nuys, California 91406
 Re:  Trio-Tech International
   Form 10-K for fiscal year ended June 30, 2008
  File No. 1-14523

Dear Mr. Ting:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,

Kevin L. Vaughn Accounting Branch Chief

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                LOS
      ANGELES

                SINGAPORE

                SELANGOR

                PENANG

                BANGKOK

                SUZHOU

                SHANGHAI

    March 2,
2009

                Eric
      Atallah

                Division
      of Corporation Finance

                Securities
      and Exchange Commission

                100
      F Street, N.E.

                Washington,
      D.C. 20002

                Re:  Trio-Tech
      International

                Form
      10-K for the fiscal year ended June 30, 2008

                File
      No. 1-14523

    Dear Mr.
Atallah:

    Reference
is made to your comment letter, dated January 30, 2009 to our Company, Trio-Tech
International, Inc. (the “Company”), relating to Form 10-K for the fiscal year
ended June 30, 2008, which was filed on September 26, 2008 (the “Comment
Letter”).

    The
Company acknowledges that the Company is responsible for the adequacy and
accuracy of the disclosure in the filing. SEC staff comments or changes to
disclosure in response to SEC staff comments do not foreclose the Commission
from taking any action with respect to the filing; and the Company will 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.

    Set forth
below are the comments contained in the Comment Letter followed by our response
thereto.

    Form 10-K for the fiscal
year ended June 30, 2008

    Note11-Adoption of FIN 48,
page 58

              1.

              We
      note that you recorded a charge of $256,000 to opening retained earnings
      as a result of implementing FIN 48. We do not see this adjustment on your
      statement of shareholder’s equity on page 45. Please clarify for us how
      his adjustment was recorded and revise future filings accordingly. Refer
      to paragraph 23 of Fin 48.

    Our
Response:

    We
believe that the above statement, recording a charge of $256,000 to opening
retained earnings as a result of implementing FIN 48, was
incorrect.  In fact, we did not change the opening retained earnings
as a result of implementing FIN 48. The Company has no uncertain tax positions,
except the potential non-deductible corporate management fees that the corporate
office allocates to and collects from its subsidiaries in Singapore for those
expenses incurred by corporate for the benefit of the whole
organization.

        -1-

    Due to
the limited tax technical guidance of the Singapore tax law, the Company
believes that a portion of these management fees are not “more likely than not”
allowable for a tax deduction. Based on the suggestions from tax experts that
are experienced with this similar expense at other companies, approximately 35%
of these corporate management fees may potentially be disallowed as a tax
deduction.  The remaining 65% of the fees has a greater than 50%
likelihood of being allowable.

    Before
the implementation of FIN 48, the Company applied the effective tax rate to 35%
of the management fees that are uncertain as income tax expenses in the income
statement and recorded the deferred liabilities in the long-term liability
section of its balance sheet. On July 1, 2007, the Company adopted the
provisions of FIN 48 and classified the unrecognized income tax benefits of
$256,000 from deferred liabilities to income tax payable in the current
liability section of its balance sheet.

    The
Company has revised its FIN 48 disclosure in the Form 10-Q for the quarter ended
December 31, 2008, stating that there was no change in the beginning retained
earnings as a result of implementing FIN 48, which was filed on February 23,
2009, and will make appropriate disclosure in its future filings.

    Form 10-Q for the quarter
ended September 30, 2008

    Condensed Consolidation
Balance Sheet, page2

              2.

              We
      note that during your most recent fiscal year, and subsequent interim
      period since the completion of the your 2008 fiscal year, the Company’s
      common share price and its related market capitalization has significantly
      declined and totaled approximately $16.4 million at June 30, 2008. We
      further note that your revenues have been decreasing and that you have
      incurred operating losses since the third quarter of 2008. Finally, we
      note that in the third quarter of fiscal year 2008, one of your major
      customers ceased its contract with you. Tell us how you have considered
      each of these events in applying the guidance in paragraph 8 of SFAS 144
      at each of June 30, 2008 and September 30,
2008.

    Our
response:

    In the
third quarter of fiscal 2008, one of our major customers ceased their advanced
burn-in testing service contracts at our Singapore subsidiary
only.  This major customer still had a testing contract with us in our
Suzhou operation and we continued to manufacture testing equipment for them in
the Singapore operation.  Management considered this a triggering
event and immediately reviewed its assets in the Singapore operation affected by
the termination of these contracts.  In the third quarter ended March
31, 2008, the Company recorded an impairment loss of $221,000 related to all the
assets located in Singapore associated with the terminated contract from this
major customer. .  These assets were determined to have no salvage
value since they were specifically designed for the testing service for that
major customer, therefore, their carrying value was written to zero.  This impairment
amount was based on the facts and circumstances known by the Company at that
time. Due to decreased revenue from other testing contracts in the Shanghai and
Singapore operations in the third quarter of fiscal 2008, management also
reviewed other testing assets in all other locations.  Based on our
discounted cash flow analysis for all locations, certain other testing assets
were also impaired due to a decrease in our backlog and projected future sales
in our Singapore and Shanghai locations. These assets were also
determined to have no salvage value since they were also specifically designed
for a certain type of testing service for that major
customer.  Another impairment loss of $220,000 was recorded for these
assets.  All of the other remaining testing assets were reviewed and
determined to have adequate cash flow to support their book value at that
time.

          -2-

    The
Company reviewed all operations and assets at year-end as required under SFAS
144, and no additional impairments were considered necessary based on the facts
and circumstances at that time.  During the first quarter of 2009, as
our Shanghai operation was not meeting forecasted revenues, management reviewed
the remaining assets in the Shanghai operation for impairment.  During
that time, the same major customer announced in their press release the creation
of a U.S. based leading-edge semiconductor manufacturing facility to address
growing demand for independent, leading-edge foundry production
capabilities.  Furthermore, the Company’s only competitor in China
decided to shut down its facility in Shanghai.  After discussion with
that same major customer, management estimated that after that major customer
ceased its testing contract with us in Singapore, it may relocate its
manufacturing and testing from Singapore to Shanghai for certain products to
reduce its import tax and also the transportation costs, as their customers are
mainly based in China.  Based on our forecast of securing orders from
this major customer at our Shanghai operation, we expected our Shanghai
operation would continue to generate sufficient cash flow from its testing
assets to recover their net book value.  Since the net book value of
our Shanghai operation testing assets as of June 30, 2008 and September 30, 2008
was lower than the forecasted future cash flows for the period from fiscal 2009
to fiscal 2011, no impairment was considered necessary.

    Affected
by the negative impact of the international economic financial crisis and the
semiconductor industry recession, the decline trend of demands for electronic
products and semiconductor equipment has been continued.  The business
activities in all our operations began experiencing declines, and based on our
analysis, the sharp decline during the second quarter of fiscal 2009 was a
triggering event for impairment testing at some of our operations.  At
our largest location, Singapore, and in Malaysia and Thailand, the carrying
amount of the remaining assets are still recoverable through the estimated
undiscounted cash flows expected from the use and eventual disposition of all
the testing and manufacturing assets.  In reviewing the remaining
assets in the Shanghai and Suzhou operations, the Company concluded an
additional impairment was necessary during the second quarter of
2009.  This was based on a recently available indicator from
communications with our major customer and also its financial report, which
indicated that its need for testing service continued to decline in the second
quarter of fiscal 2009.  At this time, management realized that this
major customer would likely not sign new contracts with us in the Shanghai
operation related to the relocation of its manufacturing facility from Singapore
to China.  Management also concluded the customer would not continue
its contract with our Suzhou operation. Management revised the expected future
cash flows analysis accordingly for the testing assets located in Suzhou and all
assets in Shanghai.  The assets in Shanghai and certain identified
testing equipment in Suzhou were determined to have no salvage value due to
their specific design, and were therefore written down to
zero.  Consequently, an aggregate impairment
loss of $520,000 was recorded in the second quarter of fiscal 2009. The other
assets in Suzhou which are currently used to provide line support, maintenance
and training service for that major customer are still generating revenue and
the expected cash flows are sufficient to recover the book carrying amount of
these assets.

    Management
continues to do a review of all long lived assets in all other
subsidiaries at the end of each reporting period whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable through the estimated undiscounted cash flows expected to result
from the use and eventual disposition of the assets under SFAS
144.  When such events happen, a three-year forecast of undiscounted cash
flows is prepared and compared to the net book value of the fixed assets of
these subsidiaries.  As the carrying amount of these assets are still
recoverable through the estimated undiscounted cash flows expected to result
from the use and eventual disposition of the asset, no impairment loss was
recorded in other subsidiaries in Singapore, Thailand, Chongqing, China, the
U.S. or Malaysia locations.

          -3-

    Note 2-New Accounting
Pronouncements, page 6

              3.

              We
      do not see where you have provided the disclosure required by SFAS 157.
      This standard became effective for you on July 1, 2008. Paragraph 39 of
      SFAS 157 indicated that in the initial period of adoption, all of the
      disclosure required by paragraphs 32-35 of SFAS 157, including those that
      relate to annual periods only, should be provide. Please provide the
      disclosure required by SFAS 157 for your short term deposits and loans
      payable in your next Form 10-Q.

    Our
Response:

    Effective
July 1, 2008, the Company adopted the provisions of SFAS 157 as it relates to
financial assets and financial liabilities. The adoption of SFAS 157 did not
have a material effect on our results of operations, financial position or
liquidity.

    The
Company’s short-term deposits are fixed rate deposits.  Since the
valuations are based on quoted prices that are readily and regularly available
in an active market, the valuation of these short-term deposits does not entail
a significant degree of judgment.  The book value of the short-term
deposits in the Company’s balance sheet reflects its fair market
value.

    The above
disclosure required by SFAS 157 is disclosed in the Form 10-Q for the quarter
ended December 31, 2008, which was filed on February 23, 2009, and will be
contained in future filings as appropriate.

    The
Company adopted SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—Including an Amendment of FASB Statement
No. 115 as of July 1, 2008.  SFAS 159 permits entities to
elect to measure many financial instruments and certain other items at fair
value. We did not elect the fair value option for the Company’s loans payable.
Therefore, valuation of the Company’s loans payable is not affected by the
adoption of SFAS 157 and SFAS 159.

                Very
      truly yours,

                /s/ VICTOR TING

                Victor
      H. M. Ting, Chief Financial
Officer

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030
January 30, 2009
   Via Facsimile and U.S. Mail

 Victor H. M. Ting Chief Financial Officer and Vice President  Trio-Tech International  16139 Wyandotte Street Van Nuys, California 91406
 Re:  Trio-Tech International
   Form 10-K for fiscal year ended June 30, 2008
  File No. 1-14523

Dear Mr. Ting:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Where indicated, we think you should revise your future filings 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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that 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.  We welcome any questions you may have about our comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Victor H. M. Ting
Trio-Tech International
January 30, 2009 Page 2  Form 10-K for fiscal year ended June 30, 2008

 Note 11 – Adoption of FIN 48, page 58

 1. We note that you recorded a charge of $256,000 to opening retained earnings as a result of implementing FIN 48.  We do not see this adjustment on your statement of shareholders’ equity on page 45.  Please clarify for us how this adjustment was recorded and revise future filings accordingly.  Refer to paragraph 23 of FIN 48.
 Form 10-Q for the quarter ended September 30, 2008

 Condensed Consolidated Balance Sheets, page 2

 2. We note that during your most recent fiscal year, and the subsequent interim period since the completion of the your 2008 fiscal year, the Company’s common share price and its related market capitalization has significantly declined and totaled approximately $16.4 million at June 30, 2008. We further note that your revenues have been decreasing and that you have incurred operating losses since the third quarter of 2008.  Finally, we note th at in the third quarter of fiscal year
2008, one of your major customers ceased its contract with you.  Tell us how you have considered each of these events in applying the guidance in paragraph 8 of SFAS 144 at each of June 30, 2008 and September 30, 2008.
 Note 2 - New Accounting Pronouncements, page 6

 3. We do not see where you have provided the disclosures required by SFAS 157. This standard became effective for you on July 1, 2008.   Paragraph 39 of SFAS 157 indicates that in the initial period of adoption, all of the disclosures required by paragraphs 32-35 of SFAS 157, including those that relate to annual periods only, should be provided.   Please provide the disclosures required by SFAS 157 for your short term deposits and loans payable in your next Form 10-Q.

 As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information

Victor H. M. Ting
Trio-Tech International  January 30, 2009 Page 3  investors require for an informed investment 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.      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 filings;
• 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
• 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 You may contact Eric Atallah, Staff Acc ountant, at (202) 551-3663 or me at (202)
551-3643 if you have questions regarding comments on the financial statements and related matters.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.           S i n c e r e l y ,                   Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f