December 21, 2012
VIA EDGAR
Ms. Mara L. Ransom, Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-3561
RE: Acceleration Request
QVC, Inc.
Registration Statement on Form S-4 (File No. 333-184501)
Dear Ms. Ransom:
In accordance with Rule 461 under the Securities Act of 1933, as amended, QVC, Inc. and each of the undersigned guarantor co-registrants respectfully request that you take such action as may be necessary to cause the referenced Registration Statement on Form S-4 to become effective at 1:00 p.m., Eastern Time, on December 27, 2012, or as soon thereafter as practicable.
Please contact the undersigned at (484) 701-1000 or our outside counsel, Jeffrey R. Kesselman at (303) 297-2900, with any questions.
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| Sincerely | |
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| QVC, Inc. | |
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| By: | /s/ Lawrence R. Hayes |
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| Lawrence R. Hayes |
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| Senior Vice President and General Counsel |
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| Affiliate Investment, Inc. | |
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| Affiliate Relations Holdings, Inc. | |
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| AMI 2, Inc. | |
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| ER Marks, Inc. | |
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| By: | /s/ Daniel Feiner |
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| Daniel Feiner |
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| President of each of the foregoing entities |
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| QVC International LLC | |
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| QVC Rocky Mount, Inc. | |
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| QVC San Antonio, LLC | |
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| By: | /s/ Lawrence R. Hayes |
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| Lawrence R. Hayes |
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| Senior Vice President and Secretary of each of the foregoing entities |