November 16, 2009
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
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| Attention: | | Barbara C. Jacobs
Katherine Wray |
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| Re: | | Compellent Technologies, Inc. (the “Company”)
Registration Statement on Form S-3
File No. 333-162633 |
Dear Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended, the undersigned, as representatives of the underwriters of the proposed public offering of shares of common stock, $0.001 par value per share, of the Company, hereby advise you that the Preliminary Prospectus, dated November 12, 2009 and included in Amendment No. 1 to the above-referenced Registration Statement, filed with the Securities and Exchange Commission on November 12, 2009, was distributed during the period November 12, 2009 through November 16, 2009 as follows:
· 5 to underwriters
· 0 to dealers
· 100 institutions
· 20 others
Total: 125 Preliminary Prospectuses*
* Please note that all prospectuses were delivered electronically.
Securities and Exchange Commission
November 16, 2009
Page 2
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date for the above-referenced Registration Statement on Form S-3 be accelerated so that the Registration Statement may become effective on November 17, 2009 at 2:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
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| | Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
PIPER JAFFRAY
THOMAS WEISEL PARTNERS LLC
NEEDHAM & COMPANY, LLC
PACIFIC CREST SECURITIES
MERRIMAN CURHAN FORD & CO
CRAIG-HALLUM CAPITAL GROUP
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| | By: | MORGAN STANLEY & CO. INCORPORATED | |
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| | By: | /s/ John D. Tyree | |
| | Name: | John Tyree | |
| | Title: | Managing Director | |
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