September 29, 2005

By Facsimile and U.S. Mail

Louis L. Goldberg
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017

	Re:	Imagistics International Inc.
		Schedule 14D-9 filed September 19, 2005
		Schedule 14D-9C filed September 16, 2005

Dear Mr. Goldberg:

	We have the following comments on the above-referenced
filing:

Schedule 14D-9

1. Tell us what consideration Imagistics has given to summarizing
the basis for the fairness advisor`s opinion.

2. Please revise to disclose the consideration paid or payable to
the financial advisor, quantifying the portion of the fee which is
contingent upon the consummation of the transaction.

Schedule 14D-9C

3. We note your reference to the safe harbor provisions for
forward-looking statements.  Note that the safe harbor protections for
forward-looking statements contained in the federal securities
laws do not apply to statements made in connection with a tender offer.
See Section 21E(b)(2)(C) of the Securities Exchange Act of 1934
and Regulation M-A telephone interpretation M.2 available at
www.sec.gov in the July 2001 Supplement to the Division of Corporation
Finance`s Manual of Publicly Available Telephone Interpretations.  Please do
not refer to the safe harbor provisions in any future press
releases or other communications relating to this tender offer.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      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 our review of your filing or in
response to our comments on your filing.

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information. If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions