December 21, 2016
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE, Mail Stop 4561
Washington, D.C. 20549
Attention: Jan Woo, Senior Attorney, Office of Information Technologies and Services
| Re: | The KeyW Holding Corporation (the “Registrant”) |
Registration Statement on Form S-3
File No. 333-215115 (the “Registration Statement”)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, the Registrant hereby requests that the effective date of the Registration Statement be accelerated so that the Registration Statement shall become effective at 9:00 a.m. on December 22, 2016, or as soon thereafter as practicable.
| Very truly yours, | |
| THE KEYW HOLDING CORPORATION | |
| /s/ Michael J. Alber | |
| Michael J. Alber | |
| Executive Vice President and | |
| Chief Financial Officer |