May 31, 2007
| Re: | Jazz Pharmaceuticals, Inc. | |
| Common Stock | ||
| Registration Statement on Form S-1 No. 333-141164 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Sir/Madam:
In connection with the proposed offering of the above-captioned securities, we, as representatives of the several underwriters, hereby join with the request of Jazz Pharmaceuticals, Inc. (“theCompany”) that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on May 31, 2007, at 4:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) under the Securities Act of 1933:
| (i) | Date of preliminary prospectus: May 17, 2007 |
| (ii) | Dates of Distribution: May 17, 2007, through the date hereof |
| (iii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 4 |
| (iv) | Number of prospectuses so distributed: approximately 8,194 |
| (v) | Number of prospectuses distributed to others, including the Company, the Company’s counsel and independent accountants, and underwriters’ counsel: approximately 205 |
| (vi) | We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934. |
| Very truly yours, | ||
| MORGAN STANLEY & CO. INCORPORATED | ||
Acting severally on behalf of themselves and the several Underwriters | ||
By: | /s/ Bryan W. Andrzejewski | |
| Name: | Bryan W. Andrzejewski | |
| Title: | Executive Director | |
[Underwriters Acceleration Request]