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    The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.The reader should not assume that the information is accurate and complete.

    UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM DNotice of Exempt Offering of Securities

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    1. Issuer's Identity

    CIK (Filer ID Number)

    Previous Names

    None

    Entity Type

    FARALLON CAPITAL OFFSHORE INVESTORS INC

    Corporation

    Limited Partnership

    Limited Liability Company

    General Partnership

    Business Trust

    Other (Specify)

    Name of Issuer

    FARALLON CAPITAL OFFSHORE INVESTORS, INC.

    Jurisdiction of Incorporation/Organization

    VIRGIN ISLANDS, BRITISH

    Year of Incorporation/Organization

    Over Five Years Ago

    Within Last Five Years (Specify Year)

    Yet to Be Formed

    2. Principal Place of Business and Contact Information

    Name of Issuer

    FARALLON CAPITAL OFFSHORE INVESTORS, INC.

    Street Address 1

    Street Address 2

    C/O STATE STREET (CAYMAN) TRUST LIMITED

    45 MARKET STREET, STE. 3307, PO BOX 896

    City

    State/Province/Country

    ZIP/PostalCode

    Phone Number of Issuer

    GRAND CAYMAN

    CAYMAN ISLANDS

    KY1-1103

    3. Related Persons

    Last Name

    First Name

    Middle Name

    Jackson

    Grant

    Street Address 1

    Street Address 2

    c/o State Street (Cayman) Trust Ltd.

    45 Market Street, Ste. 3307, PO Box 896

    City

    State/Province/Country

    ZIP/PostalCode

    Grand Cayman

    CAYMAN ISLANDS

    KY1-1103

    Relationship:

    Executive Officer

    Director

    Promoter

    Clarification of Response (if Necessary):

    Last Name

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