BY EDGAR AND BY FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
July 19, 2011
Re: | Francesca’s Holdings Corporation |
| Registration Statement Filed on Form S-1 |
| Registration No. 333-173581 |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between July 12, 2011 and the date hereof the number of Preliminary Prospectuses dated July 12, 2011, which were furnished to 6 prospective underwriters and distributed to underwriters, institutional investors, invididuals, dealers, brokers and others was approximately 1,963.
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, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Washington, D.C. time, on July 21, 2011 or as soon thereafter as practicable.
[Signature Pages Follow]
Very truly yours,
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES LLC
JEFFERIES & COMPANY, INC
As Representatives of the several Underwriters
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GOLDMAN, SACHS & Co. |
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By: | | /s/ Goldman, Sachs & Co. |
| | (Goldman, Sachs & Co.) |
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J.P. MORGAN SECURITIES LLC |
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By: | | /s/ Nikolas Johnston |
| | Name: | | Nikolas Johnston |
| | Title: | | Executive Director |
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JEFFERIES & COMPANY, INC. |
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By: | | /s/ Michael S. Bauer |
| | Name: | | Michael S. Bauer |
| | Title: | | Managing Director |