September 18, 2006
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | Riverbed Technology, Inc. | |
| Filed on Form S-1 | ||
| Registration No. 333-133437 |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between August 31, 2006 and the date hereof 21,577 copies of the Preliminary Prospectus dated August 31, 2006 were distributed as follows: 18,774 to 4 prospective underwriters; 2,660 to 2,660 institutional investors; 0 to 0 prospective dealers; 0 to 0 individuals; 9 to 3 rating agencies and 134 to 7 others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00pm on September 20, 2006 or as soon thereafter as practicable.
Very truly yours,
GOLDMAN, SACHS & CO.
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
THOMAS WEISEL PARTNERS LLC
As Representatives of the
Prospective Underwriters
| By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) |
On behalf of the several Prospective Underwriters