Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-1901
(212) 818-8800
facsimile | direct dial number | |||||
(212) 818-8881 | (212) 818-8638 | |||||
email address | ||||||
jgallant@graubard.com |
November 7, 2007
VIA FEDERAL EXPRESS AND EDGAR
Mr. John Reynolds
Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, DC 20549
Re: | Capitol Acquisition Corp. |
Amendment No. 3 to Registration Statement on Form S-1 |
File No. 333-144834 |
Filed November 2, 2007 |
Dear Mr. Reynolds:
On behalf of Capitol Acquisition Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated November 7, 2007, relating to the above-captioned Registration Statement. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Conflicts of Interest, page 69
1. | We were unable to locate the company’s response to our prior comment five. Accordingly, we reissue. Please revise to briefly explain the nature and implication of the conflict of interest for each entity listed in response to our prior comment. |
As discussed with the Staff, we will include the changes set forth on the attached marked page of the Registration Statement in the final prospectus filed by the Company pursuant to Rule 424.
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Very truly yours,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant