[COZEN O'CONNOR LETTERHEAD]
Scott E. Brucker Direct Fax 215-701-2410 |
February 2, 2007
VIA EDGAR FILING
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Mail Stop: 4561 Attention: Ms. Karen J. Garnett, Assistant Director |
| | | Workstream Inc.Amendment No. 1 to Registration Statement on Form S-3Registration No. 333-139403Filed on December 15, 2006 |
Ladies and Gentlemen:
On behalf of Workstream Inc. (the “Company”), we are transmitting for filing via EDGAR Amendment No. 1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-139403) (“Amendment No. 1”).
Set forth below are the Company’s response to the comment of the Commission staff as set forth in the letter of Karen J. Garnett, Assistant Director, dated January 3, 2007 with respect to the Company’s Registration Statement on Form S-3 filed December 15, 2006 (the “Registration Statement”). For ease of reference, we have set forth the staff’s comment followed by the Company’s response.
Enclosed with this letter are four clean and four marked courtesy copies of Amendment No. 1 setting forth changes made in the Registration Statement.
Securities and Exchange Commission
February 2, 2007
Page 2
Undertakings
1. Please revise this section to include the undertaking required by Item 512(a)(5) of Regulation S-K.
The Company has revised the Undertakings section of the Registration Statement as requested.
General
If you have any questions with regard to these responses, need further supplemental information or would like to discuss any of the matters covered by this letter, please contact the undersigned at (215) 665-3710.
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| | Sincerely, |
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| By: | /s/ Scott E. Brucker |
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Scott E. Brucker |
