CREDIT SUISSE SECURITIES (USA) LLC
As Representative of the Several Underwriters,
c/o Credit Suisse Securities (USA) LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
May 1, 2006
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-0405
Attention: Owen Pinkerton, Esq.
| Re: | DynCorp International Inc. Registration Statement on Form S-1 (Reg. No. 333-128637) |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join with DynCorp International Inc. (the “Company”) to request that the effective date for the Registration Statement referred to above be accelerated to 4:01 p.m. (New York time) on May 3, 2006, or as soon as practicable thereafter.
In connection with Rule 460 of the Act, please be advised that, during the period from April 27, 2006 to the date of this letter, we have effected approximately the following distribution of copies of the Preliminary Prospectus dated April 27, 2006:
Number of prospective underwriters: | 7 | |
Number of prospectuses distributed to underwriters: | approximately 24,750 | |
Number of prospectuses distributed to institutions: | approximately 522 |
The undersigned has and will, and each participating underwriter and dealer has advised the undersigned that it has and will, comply with the provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the Securities Exchange Act of 1934, as amended in connection with the above-referenced issue.
CREDIT SUISSE SECURITIES (USA) LLC
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
CIBC WORLD MARKETS CORP.
JEFFERIES QUARTERDECK,ADIVISIONOF JEFFERIES & COMPANY, INC.
UBS SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
CREDIT SUISSE SECURITIES (USA) LLC
Acting on behalf of themselves and as the
representative of the several Underwriters.
| By: | /s/ Maximillian C. Justicz |
Name: Maximillian C. Justicz
Title: Managing Director
