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| 4600 Nathan Lane N.
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June 13, 2005
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
Washington, D.C. 20549
Attention: |
| Peggy Fisher |
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| Assistant Director |
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| Alan Morris |
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Re: |
| ev3 Inc. |
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| Registration Statement on Form S-1 (File No. 333-123851) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, ev3 Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-123851) to 4:30 p.m., Eastern Time, on Wednesday, June 15, 2005, or as soon thereafter as practicable.
In addition, we hereby acknowledge that:
• should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and
• the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call the undersigned at (763) 398-7080 or Tracy Kimmel of King & Spalding LLP at (212) 556-2294 if you have any questions.
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| By: | /s/ L. Cecily Hines |
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| Name: | L. Cecily Hines | |
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| Title: | Vice President, Secretary and | |