July 11, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mary Beth Breslin and Joseph McCann
| Re: | GI Dynamics, Inc. |
Form 10
File No. 000-55195
Ladies and Gentlemen:
With respect to the above-referenced Registration Statement on Form 10, GI Dynamics, Inc., as “filing person” with respect to the Form 10, hereby acknowledges the following:
| • | the filing person is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the filing person may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please call Daniel H. Follansbee of our outside legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., at (617) 348-4474 with any comments or questions.
| GI DYNAMICS, INC. | ||
| By: | /s/ Robert Crane | |
| Robert Crane | ||
| Chief Financial Officer | ||
25 Hartwell Avenue Ÿ Lexington, MA 02421 Ÿ T 781.357.3300 Ÿ F 781.357.3301 Ÿ www.gidynamics.com