ROSA A. TESTANI
212.872.8115/fax: 212.872.1002
rtestani@akingump.com
July 15, 2009
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549-3561
| Re: | Affinion Group, Inc. |
| Registration Statement on Form S-4 |
Dear Ladies/Gentlemen:
On behalf of Affinion Group, Inc. (the “Company”), we enclose for filing under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations under the Securities Act, a Registration Statement on Form S-4 (the “Registration Statement”), covering $150,000,000 aggregate principal amount of 10 1/8% Senior Notes due 2013 (“Senior Notes”) which will be offered by the Company in exchange for $150,000,000 aggregate principal amount of our outstanding 10 1/8% Senior Notes due 2013 which were issued in a private offering under Rule 144A and Regulation S. The Company has transmitted $7,617 by wire transfer to pay the applicable registration fee determined pursuant to Rule 457 of the Securities Act.
If any questions should arise in the course of your review of the enclosed Registration Statement, please call me at (212) 872-8115 or, in my absence, Buxian Xia at (212) 872-1071.
| Sincerely, |
| /s/ Rosa A. Testani |
| Rosa A. Testani |
Enclosures
Securities and Exchange Commission
July 15, 2009
Page 2
| cc: | Leonard P. Ciriello, w/encls. |
| Executive Vice President, Secretary and General Counsel |
| Affinion Group, Inc. |
| 100 Connecticut Avenue |
| Norwalk, CT 06850 |