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U.S. Securities and Exchange Commission

Securities Act of 1933
Section 2(a)(1)

August 18, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Midwest Real Estate Data LLC
Incoming letter dated July 31, 2008

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance upon your opinion that registration is not required, Midwest Real Estate Data LLC offers and sells the Preferred Units, as such term is defined in your letter, without compliance with the registration requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusions on the questions presented.


Charles Kwon
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 08/18/2008