Via Facsimile and U.S. Mail
Mail Stop 03-09
January 26, 2005
Jack C. Bendheim
President and Chairman of the Board
Phibro Animal Health Corporation
65 Challenger Road
Ridgefield Park, New Jersey 07660
Re: Phibro Animal Health Corporation
Registration Statement on Form S-4
File No. 333-122063, filed January 14, 2005
Dear Mr. Bendheim:
We have limited our review of the above referenced filing to
monitor only for confirmation of your reliance on the staff`s
position enunciated in Exxon Capital Holdings Corporation, SEC No-
Action Letter (May 13, 1988); Morgan Stanley & Co. Incorporated,
SEC
No-Action Letter (June 5, 1991); and Sherman and Sterling, SEC No-
Action Letter (July 2, 1993). Please provide a supplemental
letter
to the staff (i) stating that you are registering the exchange
offer
in reliance on the staff`s position contained in these no-action
letters, and (ii) including the statements and representations
substantially in the form set forth in the Morgan Stanley and
Sherman
& Sterling no-action letters.
Please furnish a cover letter that keys your response to our
comment. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your response to our comment.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct any questions to Anne Nguyen, Attorney-Advisor,
at
(202) 942-2895.
Sincerely,
Jeffrey
Riedler
Assistant
Director
cc: Lawrence M. Bell, Esq.
Golenbock Eiseman Assor Bell & Peskoe LLP
437 Madison Avenue
New York, New York 10022-7302
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Jack C. Bendheim
Phibro Animal Health Corporation
January 26, 2005
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