Potomac Holding LLC
c/o Danaher Corporation
2200 Pennsylvania Avenue, NW
Suite 800W
Washington, D.C., 20037
May 11, 2015
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Potomac Holding LLC |
| Request for Acceleration |
| Registration Statement on Form S-4/ S-1 |
| (File No. 333-200711) (the “Registration Statement”) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Potomac Holding LLC (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated by the Commission so that the Registration Statement, as then amended, will become effective under the Securities Act at 4 p.m., Washington, D.C. time, on May 13, 2015 or as soon thereafter as practicable.
In connection with the foregoing request, the Company hereby acknowledges that it is the position of the staff of the Commission (the “Staff”) that:
| • | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company 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. |
We request that we be notified of such effectiveness by a telephone call to Thomas W. Greenberg of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-7886 and that such effectiveness also be confirmed in writing.
| Very truly yours, | ||
| DANAHER CORPORATION | ||
/s/ James A. Lico | ||
| By: | James A. Lico | |
| Title: | President and Manager | |
| cc: | Thomas W. Greenberg, Esq. |
| Brian V. Breheny, Esq. |
| Skadden, Arps, Slate, Meagher & Flom LLP |
| Four Times Square |
| New York, NY 10036 |
