December 12, 2006
Mr. Kevin L. Vaughn
Branch Chief
Securities and Exchange Commission
Washington, D.C. 20549
Re: | X-Rite, Incorporated (the “Company”) |
Comment Letter dated November 9, 2006
Commission File No. 0-14800
Dear Mr. Vaughn:
On December 5, 2006, our counsel, McDermott Will & Emery LLP responded on behalf of X-Rite, Incorporated (the "Company") to the comments from the Staff of the Securities and Exchange Commission (the “Commission”) on its review of our Form 10-K for the fiscal year ended December 31, 2006 and Form 8-K dated November 7, 2006. We understand that the Staff has no further comments at this time.
The Company acknowledges that:
The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Should you have any questions on our response, please contact me directly.
Very truly yours,
By: 
| Mary E. Chowning |
| Vice-President-Finance and Chief Financial Officer |
