[On Google Letterhead]
May 4, 2012
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: | Barbara C. Jacobs | |
| Maryse Mills-Apenteng |
| Re: | Google Inc. |
| Preliminary Proxy Statement on Schedule 14A |
| Filed April 20, 2012 |
| Form 10-K for the Fiscal Year Ending December 31, 2011 |
| Filed January 26, 2012 |
| File No. 000-50726 |
Ladies and Gentlemen:
In response to your request in the letter dated May 2, 2012 relating to the above-referenced filings, Google Inc. (the “Company”) hereby acknowledges the following:
| 1. | The Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings; |
| 2. | Comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and |
| 3. | The Company 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. |
Very truly yours, | ||
Google Inc. | ||
| By: | /s/ Katherine Stephens | |
| Name: | Katherine Stephens | |
| Title: | Director, Legal | |
| cc: | David J. Segre, Wilson Sonsini Goodrich & Rosati, Professional Corporation |
| Jon C. Avina, Wilson Sonsini Goodrich & Rosati, Professional Corporation |
