VeriFone Holdings, Inc.
2099 Gateway Place, Suite 600
San Jose, California 95110
August 7, 2006
Via Facsimile and EDGAR
Securities and Exchange Commission,
100 F Street, N.E.,
Washington, D.C. 20549-9303
| Attention: | Barbara C. Jacobs, Assistant Director, Division of Corporation Finance |
Dear Ms. Jacobs:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the "Securities Act"), VeriFone Holdings, Inc. (the "Registrant") hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-4 (the "Registration Statement") be accelerated to, and that the Registration Statement be declared effective at 4:30 p.m., Washington D.C. time on Tuesday, August 8, 2008.
In the event that there is any change in the acceleration request set forth in the preceding paragraph, the Registrant will promptly notify the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") of such change, in which case the Registrant may be making an oral request for acceleration of the effectiveness of the Registration Statement, as amended, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act. Such request may be made by any officer of the Registrant or by any lawyer with Sullivan & Cromwell LLP.
| Sincerely, | ||||
VERIFONE HOLDINGS, INC. | ||||
By: | /s/ ZWARENSTEIN | |||
| Name: | Barry Zwarenstein | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
