ROO GROUP, INC.
62 WHITE ST
NEW YORK, NY 10013
January 27, 2005
VIA FACSIMILE AND EDGAR
United States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Michael McTiernan, Esq.
Re: ROO Group, Inc.
Registration Statement on Form SB-2
File No. 333-120605
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), ROO Group, Inc. (the "Company")
respectfully requests that the effective date of the Registration Statement
referred to above be accelerated so that it will become effective at 4:00 pm,
Eastern Time, on Monday, January 31, 2005, or as soon thereafter as possible.
We hereby acknowledge the following:
o 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;
o 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
o the Company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States
ROO GROUP, INC.
By: /s/ Robert Petty
--------------------------------
Name: Robert Petty
Title: Chief Executive Officer