Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
March 30, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Amanda Ravitz, Assistant Director | |
| Daniel Morris, Special Counsel | ||
| Mary Beth Breslin, Senior Attorney | ||
| Re: | Inphi Corporation | |
| Registration Statement on Form S-1 | ||
| Filed March 7, 2011 | ||
| Registration File No. 333-172635 | ||
Ladies and Gentlemen:
On March 28, 2011, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, previously joined in the request of Inphi Corporation (the “Company”) for acceleration of the effective date of the above-named Registration Statement (the “Registration Statement”) so that it would become effective at a certain time specified therein (the “Former Acceleration Request”). We now wish to join in the request of the Company to amend and update the Former Acceleration Request so that the Registration Statement becomes effective at 4:00 P.M. Eastern Time on March 31, 2011, or as soon thereafter as practicable.
As we previously advised you in the Former Acceleration Request, pursuant to Rule 460 of the Act, we have effected the following distribution of the Company’s Preliminary Prospectus dated March 28, 2011:
| (i) | Dates of Distribution: March 28, 2011 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 6 |
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| (iii) | Number of prospectuses furnished to investors: approximately 5,824 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 175 |
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
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| Very truly yours, | ||||
MORGAN STANLEY & CO. INCORPORATED DEUTSCHE BANK SECURITIES INC.
Acting severally on behalf of themselves and the several underwriters | ||||
| By: | MORGAN STANLEY & CO. INCORPORATED | |||
| By: | /s/ Robert Brass | |||
| Name: | Robert Brass | |||
| Title: | Executive Director | |||
| By: | DEUTSCHE BANK SECURITIES INC. | |||
| By: | /s/ Tor Braham | |||
| Name: | Tor Braham | |||
| Title: | Managing Director | |||
| By: | /s/ Ajay Shah | |||
| Name: | Ajay Shah | |||
| Title: | Managing Director | |||
[Signature Page to Underwriters’ Acceleration Request]
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