Newtown Lane Marketing, Incorporated
33 Newtown Lane
East Hampton, NY 11937
October 20, 2006
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Messeret Nega
Re: Newtown Lane Marketing Incorporated
Form SB-2 Registration Statement of the Company, as Amended
File No.: 333-135495 (the "Registration Statement")
Dear Ms. Nega:
Newtown Lane Marketing Incorporated, a Delaware corporation, respectfully
requests that the Commission issue its order declaring the above-referenced
Registration Statement on Form SB-2, as amended, to be effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, at 4:00 PM (Eastern
Standard Time) on Monday, October 23, 2006.
The Company acknowledges and confirms to the Commission that:
o should the Commission or the Staff, acting pursuant to delegated
authority, declare the SB-2 effective, it does not foreclose the
Commission from taking any action with respect to the SB-2;
o the action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the SB-2 effective, does not
relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosures in the SB-2; and
o 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.
Very truly yours,
NEWTOWN LANE MARKETING, INCORPORATED
By: /s/ Richard M. Cohen
--------------------------------
Richard M. Cohen
Chief Executive Officer