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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

March 23, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


ERM Worldwide Limited
Incoming letter dated March 23, 2012

Based on the facts presented, the Division will not raise any objection if
ERM does not comply with the registration requirements of Section 12(g) of the Exchange Act with respect to ERM’s Partner Shares that are issued in the manner and subject to the terms and conditions set forth in your letter. This position will continue until the earliest of such time as: (1) ERM otherwise becomes subject to Exchange Act registration or reporting requirements with respect to any class of its securities other than the Partner Shares; (2) ERM becomes eligible to rely on the exemption from registration provided by Exchange Act Rule 12g3-2(b); or (3) the first day of the fiscal year following the fiscal year in which ERM ceased to be a “foreign private issuer” within the meaning of Exchange Act Rule 3b-4.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


William A. Hines
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/30/2012