3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
June 22, 2010
United States Securities and Exchange Commission
Division of Corporation Finance
One Station Place
100 F Street
Washington, D.C. 20549-6010
Attn: Daniel Morris, Special Counsel
Division of Corporation Finance
One Station Place
100 F Street
Washington, D.C. 20549-6010
Attn: Daniel Morris, Special Counsel
| Re: | Vishay Precision Group, Inc. | ||
| Amendment No. 6 to Registration Statement on Form 10 | |||
| Filed June 22, 2010 | |||
| File No. 001-34679 |
Dear Mr. Morris:
This confirms that the exhibits filed as “forms of” have been so filed because, as to Exhibits 3.1 and 3.2, they will not become effective until after today and prior to the completion of the spin-off, and, as to all other such exhibits, the agreements have not been executed as of today. Such agreements will be executed prior to completion of the spin-off.
This confirms that such exhibits will not be changed, prior to their becoming effective or being executed, as the case may be, in any material respect. These exhibits will become effective or be executed on or before July 6, 2010, and will be timely filed as exhibits to current reports on Form 8-K.
| Very Truly Yours, | |
| /s/ Barry M. Abelson | |
| Barry M. Abelson | |
| Pepper Hamilton LLP | |