June 16, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Higher One Holdings, Inc. |
| Filed on Form S-1 |
| Registration No. 333-165673 |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between June 2, 2010 and the date hereof 5,780 copies of the Preliminary Prospectus, dated June 2, 2010, were distributed as follows: 3,783 to 6 prospective underwriters; 1,909 to 1,909 institutional investors; 86 to 2 prospective dealers; 0 to 0 individuals; 0 to 0 rating agencies and 2 to 1 others.
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.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. EDT on June 16, 2010 or as soon thereafter as practicable.
Very truly yours,
GOLDMAN, SACHS & CO.
As Representative of the
Prospective Underwriters
By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) |
