Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Wachovia Capital Markets, LLC
375 Park Avenue
New York, New York 10125
December 5, 2006
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew J. Benson, Esq.
Re: Heelys, Inc. (the “Company”) Registration Statement on Form S-3 (Reg. No. 333-137046)
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 the Company to request that the effective date for the Registration Statement referred to above be accelerated to 3:00 PM, (New York time) on Thursday, December 7, 2006 or as soon as practicable thereafter.
In connection with Rule 460 of the Act, please be advised that, during the period from November 24, 2006 to the date of this letter, we have effected approximately the following distribution of copies of the Preliminary Prospectus dated, November 24, 2006:
Institutions |
| 3,575 |
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Underwriters |
| 8,108 |
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Total |
| 11,683 |
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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.
| Very truly yours, | ||||
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| BEAR, STEARNS & CO. INC. | |||
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| WACHOVIA CAPITAL MARKETS, LLC | |||
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| As representatives of several of the Underwriters | |||
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| By: | WACHOVIA CAPITAL MARKETS, LLC | ||
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| By: | /s/ David Herman |
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| Name: | David Herman | |
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| Title: | Director | |
