MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036
BARCLAYS CAPITAL INC.
745 Seventh Avenue
New York, New York 10019
February 17, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sensata Technologies Holding N.V. |
| Registration Statement on Form S-1 (File No. 333-172028) |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”), hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3 p.m. (NYT) on February 17, 2011, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, we wish to advise you that we expect to effect the following distribution of the Company’s Preliminary Prospectus to be dated February 16, 2011:
653 copies to prospective Underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied and will continue to comply, and each Underwriter and dealer has advised the undersigned that it has complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED BARCLAYS CAPITAL INC.
As Representatives of the several Underwriters
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MORGAN STANLEY & CO. INCORPORATED | ||
By: | /s/ Brett Klein | |
Name: Brett Klein Title: Vice President | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Victoria Hale | |
Name: Victoria Hale Title: Vice President | ||