Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
October 1, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | RE/MAX Holdings, Inc. |
Registration Statement on Form S-1
Registration File No. 333-190699
Ladies and Gentlemen:
In accordance with Rule 461 of the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of RE/MAX Holdings, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4 p.m. (Washington, D.C. time) on October 1, 2013, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have distributed approximately 3,800 copies of the Company’s preliminary prospectus issued September 19, 2013 through the date hereof to underwriters, dealers, institutions and others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Robert Patterson | |
| Name: Robert Patterson | ||
| Title: Executive Director | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH
| INCORPORATED | ||
| By: | /s/ Michele A. Allong | |
| Name: Michele A. Allong | ||
| Title: Authorized Signatory | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Eugene Sohn | |
| Name: Eugene Sohn | ||
| Title: Vice President | ||
[Signature Page to Underwriters’ Acceleration Letter]
