July 29, 2010
Via EDGAR transmission
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Courtney Hasely
Re: Virtusa Corporation: Registration Statement on Form S-3 (File No. 333-167505)
Dear Ms. Hasely:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Virtusa Corporation (the “Registrant”) does hereby respectfully request acceleration of the effective time of the above-referenced Registration Statement so that it may become effective at 4:30 p.m. (Washington, DC time) on Friday, July 30, 2010 or as soon as practicable thereafter.
The Registrant hereby acknowledges the following:
· should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions regarding this request, please contact me at (508) 389-7450 or Edward A. King of Goodwin Procter LLP at (617) 570-1346.
| Sincerely, | ||
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| VIRTUSA CORPORATION | ||
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| By: | /s/ Paul D. Tutun, Esq. | |
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| Name: | Paul D. Tutun, Esq. |
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| Title: | Senior Vice President, |
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| General Counsel & Assistant Secretary |