Mail Stop 3628

September 7, 2005

Via U.S. Mail and facsimile to (212) 225-3999
Colin Longhurst, Managing Director
De Rigo Holding B.V.
450 Herengracht
1017 C.A. Amsterdam, the Netherlands

Re:	De Rigo S.p.A.
      Schedule 13E-3/TO-T/A
      Filed by DR 3 S.r.l., Ennio De Rigo,
           Walter De Rigo and De Rigo Holding B.V.
      Filed September 1, 2005
      File No. 05-48824

Dear Mr. Longhurst:

      We have the following comments on the above referenced
filing.
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.

Schedule TO/13E-3

General
1. We note your response to prior comment 1.  Please advise us as
to
how the parties complied with the dissemination requirements of
Rule
14d-4.  We note that the offer documents were disseminated to
record
holders and to all DTC participants. It is unclear whether the
parties furnished the documents to beneficial owners in Italy or
otherwise inquired as to the beneficial owners holding through the
participants.  Please advise.
2. Please revise to disclose your response to prior comment 6.



Offer to Purchase

Special Factors, page 8

Purpose of and Reasons for the Offer, page 8
3. We refer you to your response to prior comment 13.  Please
revise
your Offer to Purchase to include this response.

Positions of DR 3, De Rigo Holding and the De Rigo Brothers
Regarding
Fairness of the Offer, page 9
4. We refer you to prior comment 17.  Because this transaction
affects subsets of unaffiliated stockholders differently, Rule
13e-3
requires a separate fairness determination for each group of
unaffiliated stockholders.  See Question & Answer No. 19 in
Exchange
Act Release No. 17719 (April 13, 1981).  Please continue to expand
your disclosure address why each filing person believes this
transaction is fair to those unaffiliated stockholders who will
participate in the tender offer, as well as those who will remain
security holders.  This disclosure should address each filing
person`s determination as it relates to the factors addressed in
Item
1014.  To the extent that the factors for determining fairness
were
the same for the unaffiliated security holders that will tender
and
those that will remain security holders, please disclose.
5. We reissue prior comment 18.  Did the filing persons consider
any
negative factors in assessing the fairness of the transaction to
the
unaffiliated stockholders, including those who decide to tender
and
those who do not?  Although we note your response to our prior
comment it does not appear to address our concern.  Please revise.
The Tender Offer, page 16
8. Certain Information Concerning De Rigo, page 26
6. We refer you to prior comment 23.  We continue to believe that
your disclosure should include all projected information in the
Offer
materials.  If you continue to believe that other projections are
not
material, supplementally provide us with the projections and an
analysis as to why "the Filing Persons believe this additional
detail
is not material in this context and therefore believe that
disclosure
of that detail is not required."
7. Please disclose your response to prior comment 24 in your Offer
to
Purchase.
8. We note your response to prior comment 25.  It is unclear why
you
believe that the projections need not comply with the requirements
of
Regulation G.  Please provide further analysis.

11.  Certain Conditions of the Offer, page 33
9. We reissue prior comment 29.  While you may condition your
tender
offer on any number of conditions, those conditions must be
clearly
and specifically described in your offer materials and must be
outside of your control.  We are concerned that some of the listed
offer conditions are so broadly drafted as to potentially render
this
offer illusory, and to make it impossible for a security holder to
determine what events or occurrences will allow you to terminate
it.
For example, but without limitation, condition (a) refers to
"threatened" actions.  A tender offer may only be subject to
conditions that are drafted with sufficient specificity to allow
for
objective verification that the conditions have been satisfied.
In
this regard, revise this and other conditions to remove the term
"threatened," as it is unclear how these actions could be
objectively
determined.

Closing

       As appropriate, please amend your filing.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      Please direct any questions to me at (202) 551-3456.  You
may
also contact me via facsimile at (202) 772-9203.

         	               						Very truly
yours,




	Jeffrey
B. Werbitt
								Attorney-Advisor
			Office of Mergers & Acquisitions

cc:	William A. Groll, Esquire
      Cleary Gottlieb Steen & Hamilton LLP
      55 Basinghall Street
EC2V 5EH London, England



Colin Longhurst, Managing Director
De Rigo Holding B.V.
August 19, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE