RE/MAX Holdings, Inc.
5075 South Syracuse Street
Denver CO, 80237
October 1, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Duc Dang | |
| Folake Ayoola |
| Re: | RE/MAX Holdings, Inc. |
Registration Statement Filed on Form S-1
Registration No. 333-190699
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the RE/MAX Holdings, Inc. Registration Statement on Form S-1 (File No. 333-190699) to 4:00 p.m. Eastern Standard Time on October 1, 2013, or as soon thereafter as practicable.
We hereby acknowledge that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to such filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve RE/MAX Holdings, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | RE/MAX Holdings, Inc. may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please notify Gavin B. Grover, Esq. of Morrison & Foerster LLP, counsel to RE/MAX Holdings, Inc., at (415) 268-7113 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.
[Signature page follows]
| Very truly yours, | ||
| RE/MAX HOLDINGS, INC. | ||
| By: | /s/ Geoffrey D. Lewis | |
| Name: | Geoffrey D. Lewis | |
| Title: | Executive Vice President and Chief Legal and Compliance Officer | |
