Critical Path
350 The Embarcadero
San Francisco, CA 94105
415 541-2500
May 10, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Jeffrey Shady
| Re: | Critical Path, Inc. - Registration Statement |
on Form S-3, as amended (File No. 333-123860)
Dear Mr. Shady:
Critical Path, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-123860), as amended (the “Registration Statement”), so that the Registration Statement will become effective at 9:00 a.m. (Eastern Time) on Wednesday, May 11, 2005, or as soon thereafter as possible.
The Registrant acknowledges that should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and the Registrant may not assert this action of the Commission or the staff 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, | ||
| CRITICAL PATH, INC. | ||
| By: | /s/ Michael J. Zukerman | |
| Name: | Michael J. Zukerman | |
| Title: | Executive Vice President, Secretary and | |
| General Counsel | ||
