May 27, 2005
Via Facsimile
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
| Re: | XenoPort, Inc. | |
Form S-1 Registration Statement (File No. 333-122156) |
Ladies and Gentlemen:
The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement Form S-1 (File No. 333-122156) to become effective at 3:00 p.m. (NYT) on Wednesday, June 1, 2005 or as soon thereafter as is practicable. The undersigned registrant further 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 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,
XenoPort, Inc.
| By: | /s/ | Ronald W. Barrett | ||||
| Ronald W. Barrett | ||||||
| Chief Executive Officer | ||||||
| cc: | William J. Rieflin, President | |||||
| Suzanne Sawochka Hooper, Esq. | ||||||
| Kathryn Walker Hall, Esq. | ||||||
