| Global Markets & Investment Banking | |
One Bryant Park – 8th Floor | ||
| New York, New York 10036 | ||
646-855-6780 |
July 23, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Barbara C. Jacobs, Assistant Director |
| Christine Davis, Assistant Chief Accountant |
| Morgan Youngwood, Staff Accountant |
| Maryse Mills-Apenteng, Special Counsel |
| Jan Woo, Staff Attorney |
| Re: | E2open, Inc. |
Registration Statement on Form S-1 (SEC File No. 333-179558)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representative of the several underwriters (the “Representative”), hereby join in the request of E2open, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on July 25, 2012 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 3,200 copies of the Preliminary Prospectus dated July 13, 2012 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the undersigned, as the Representative of the underwriters, has confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
As Representative
By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
| By: | /s/ Palma Mazzolla | |
| Name: Palma Mazzolla | ||
| Title: Director |