The Gymboree Corporation
500 Howard Street
San Francisco, California 94105
(415) 278-7000
June 6, 2011
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
Attn: Shehzad Niazi
| Re: | The Gymboree Corporation |
Registration Statement on Form S-4 (File No. 333-174262)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Gymboree Corporation, a Delaware corporation (the “Company”), hereby requests that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time on June 8, 2011 or as soon as practicable thereafter.
The Company acknowledges its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the offering of the securities specified in the Registration Statement. In addition, in connection with the Company’s request for acceleration, the Company acknowledges the position of the staff of the Securities and Exchange Commission (the “Commission”) that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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. |
Please call Richard Gluckselig of Ropes & Gray LLP at (212) 841-0445 as soon as the Registration Statement has been declared effective.
Sincerely,
THE GYMBOREE CORPORATION | ||
| By: | /s/ Kimberly Holtz MacMillan | |
Kimberly Holtz MacMillan Vice President, General Counsel | ||
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