[GILMAN CIOCIA, INC. LETTERHEAD]
Corporate Headquarters
11 Raymond Avenue o Poughkeepsie, NY 12603
845.485-5278 tel o 845.622.3638 fax
March 14, 2008
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Gilman Ciocia, Inc.
Registration Statement on Form S-1
SEC File No. 333-146955
Ladies and Gentlemen:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, it
is hereby requested that the effective date of the above-referenced Registration
Statement on Form S-1 (the "Registration Statement") of Gilman Ciocia, Inc. (the
"Company") be accelerated and that the Registration Statement become effective
at 4:00 P.M. on Monday, March 17, 2008, or as soon thereafter as practicable.
In connection with the foregoing acceleration request, the Company
acknowledges that:
o should the United States Securities and Exchange Commission ("Commission")
or its staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;
o the action of the Commission or its staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not
relieve the Company from its full responsibility for the accuracy and
adequacy of the disclosure in the Registration Statement; and
o the Company may not assert staff comments and the declaration of
effectiveness of the Registration Statement 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,
GILMAN CIOCIA, INC.
By: /s/ Ted H. Finkelstein
-----------------------------------------
Name: Ted H. Finkelstein
Title: Vice President and General Counsel