December 13, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Zynga Inc. |
115,000,000 Shares of Class A Common Stock
Registration Statement on Form S-1 (File No. 333-175298)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join Zynga Inc. (the “Company”) in requesting that the effectiveness of the Company’s above-referenced Registration Statement on Form S-1, as amended, be accelerated to 4:00 p.m. Eastern Standard Time, on December 15, 2011, or as soon as practicable thereafter.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that from December 2, 2011 through the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated December 2, 2011:
3,826 to 327 prospective underwriters
4,084 to 3,828 institutional investors
293 to 42 dealers
95 to 91 others
This is to further advise you that the underwriters have complied and will continue to comply with SEC release No. 33-4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
This Letter is executed as of the date first set forth above.
Very truly yours,
MORGAN STANLEY & CO. LLC GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS CAPITAL INC. J.P. MORGAN SECURITIES LLC ALLEN & COMPANY LLC | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Cynthia Gaylor | |
| Name: | Cynthia Gaylor | |
| Title: | Managing Director | |
| as representatives of the several underwriters | ||
