September 29, 2009




By U.S. Mail and Facsimile to (847) 615-4091

Mr. Edward J. Wehmer
President and Chief Executive Officer
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045

Re:	Wintrust Financial
File No. 000-21923
Form 10-K for the fiscal year ended December 31, 2008
      Definitive Schedule 14A filed April 20, 2009
Form 10-Q for the period ended March 31, 2009
Form 10-Q for the period ended June 30, 2009

Dear Mr. Wehmer:

      We have reviewed your filings and have the following
comments.
Our accounting review is limited to the specific comments issued.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-Kfor the fiscal year ended December 31, 2008
General - Statistical Guide III
1. Please expand your disclosure in future filings to disclose the
following:

* the maturities and sensitivities of loans to changes in interest
rates pursuant to Item III (B) of Guide III;
* the amount of troubled debt restructurings pursuant to Item III
(C)
(1) (c) of Guide III;
* the dividend payout ratio and the equity to assets ratio
pursuant
to Item VI (3) and (4) of Guide III; and
* information regarding short-term borrowings pursuant to Item VII
of
Guide III.

Business, page 3
2. Please provide to us and undertake to include in your future
filings, revision of the first paragraph to report for each of
your
segments, the amount of revenues, profit or loss and total assets
for
each of your last three fiscal years, as required by Item 101(b)
of
Regulation S-K.  Please revise the second sentence to include
origination and purchase of residential mortgages.
3. Please provide to us and undertake to include in your future
filings revision of the second third, fourth, fifth, and sixth
paragraphs to disclose the amount and percentage of revenue
generated
by each of the businesses that you describe.
4. Please provide to us and undertake to include in your future
filings revision of the sixth paragraph to disclose the price you
paid for the assets and liabilities of Professional Mortgage
Partners.
5. Please provide to us and undertake to include in your future
filings identification of those products produced and services
rendered by you that are your "principal" sources of revenues and
the
principal markets for, and methods of distribution of, each
segment`s
principal products and services as required by Item 101(c)(1)(i)
of
Regulation S-K.  Disclose revenues from each of the four states in
which you operate and the percentage of your loans in each state.
6. Please provide to us and undertake to include in your future
filings revision of the seventh paragraph, on page 3, as follows:
* explain and disclose the basis for your claim that you expect to
"benefit from greater access to financial and managerial
resources;"
* explain and disclose the basis for your claim that your are
"positioned to compete more effectively with other larger and more
diversified banks, bank holding companies and other financial
services companies" given your need to TARP finds and the recent
acquisitions of your largest competitors; and
* explain and disclose the basis for your claim that you
"continues
to execute its growth strategy" given the effects of the recession
on
your business and your financial condition.
Community Banking, page 3
7. We note that most of this section is devoted describing your
acquisitions since 1991.  Please provide to us and undertake to
include in your future filings additional disclosure describing in
detail your current banking business which is your principal
source
of revenues.
Specialty Lending, page 4
8. Please provide to us and undertake to include in your future
filings revisions to the first paragraph to define specialty
lending
and list the types of specialty lending in which you engage and
the
amount of revenues generated by each in 2008, if material.
9. Please provide to us and undertake to include in your  future
filings revisions to the second paragraph as follows:
* provide more detail regarding your statement that these loans
are
"originated by FIFC working through independent ..insurance agents
and brokers;"
* provide more detail regarding your role and the role of third
parties in originating loans to finance commercial insurance
premiums;
* discuss the risks to you of other parties originating loans; and
* provide more detail regarding your statement, in the first
paragraph, on page 5, that these loans "may be more susceptible to
third party fraud" and discuss the extent, in dollars, to which
you
have experienced such fraud.
10. Please provide to us and undertake to include in your future
filings revisions to the third paragraph to provide more detail
regarding your statement that these loans for life insurance
policies
are "originated through independent insurance agents." Define your
role and their role in originating these loans.  Please discuss
the
conflicts of interest and the risks to you of the agents selling
insurance policies also making loans to make the sales.
Extraordinary Government Programs, page 7
11. Please provide to us and undertake to include in your future
filings an introduction in which you disclose the extent of your
participation in each of the federal programs recently adopted or
enhanced in response to the recession.   Provide separate section
on
each program in which you participate.   Discuss how you will be
affected by the government curtailing or ending each program.

Troubled Assets Relief Program. page 7
12. Please provide to us and undertake to include in your  future
filings, revision of your disclosure relating to the Troubled
Asset
Relief Program as follows:
* disclose the reasons for your applying to receive funds from the
Treasury;
* disclose how you determined the amount of funds that was
necessary;
* disclose how you have used or plan to use the TARP funds;
* disclose the number of shares of preferred stock issued and the
price per share;
* disclose the number of shares of common subject to the warrant
and
the price per share;
* disclose your obligations to pay dividends on the preferred
stock,
including the aggregate amount of dividends per year; and
* disclose any plans to repurchase the preferred stock and/or
warrants.
13. Please provide to us and undertake to include in your  future
filings discussion of how your participation in the Capital
Purchase
Program has or may in the future:
* impact the holders of any outstanding senior classes of your
securities;
* impact the rights of your existing common shareholders;
* dilute the interests of your existing common shareholders;
* require you to expand your board of directors to accommodate
Treasury Department appointments to it;
* require you to register for resale securities you have issued to
the Treasury Department; and
* impact how you operate your company, for example, how the terms
of
participation will require you to restructure your executive
compensation arrangements.

Commercial and Commercial Real Estate Loans, page 17
14. Please provide to us and undertake to include in your  future
filings more detail regarding the amount, characteristics,
locations
and quality of these loans including but not limited to the
following:
* provide separate data regarding the number and dollar amount of
real estate loans, lines of credit and equipment loans rather than
aggregating them;
* disclose the states and major cities in which the commercial
real
estate is located and describe the market conditions in these
areas
and how you have been effected by these; and
* provide more detail regarding your mortgage warehouse lending
including a description of how this business has been affected by
the
recession and the collapse of the real estate industry nationally
and
in your principal market areas.

Home Equity Loans, page 17
15. Please provide to us and undertake to include in your future
filings discussion of the condition of your home equity loans and
how
your business of making new loans has been affected by the
collapse
of local real estate markets and the recession.

Residential Real Estate Mortgages, page 17
16. Please provide to us and undertake to include in your future
filings, more detail including but not limited to the following:
* address the risks to you of adjustable rate loans in terms of
increasing delinquencies and foreclosures when rates reset;
* disclose the primary reasons that your mortgages are "often non-
agency conforming and provide data for each;" and
* disclose the extent to which your portfolio contains subprime,
"alt
A" loans, no or little documentation loans, interest-only and
option
ARM loans.

Premium Finance Receivables, page 18
17. Please provide to us and undertake to include in your future
filings, the following:
* reconcile your statement in the first sentence that you
originate
these loans with your statement on page 5 that loans to finance
life
insurance premiums are originated through independent insurance
agents;
* discuss the terms under which the receivables are sold by your
FIFC
subsidiary to your banks and disclose the gains recognized by FIFC
on
these sales; and
* supplement your discussion of the risks with disclosure of the
extent to which you have suffered losses form these loans.

Risk Factors, page 20
18. Please provide to us and undertake to include in your future
filings, revision of this section to comply with Item 503(c) of
Regulation S-K which requires that you disclose in this section
"the
most significant factors that make the offering speculative or
risky."  Item 503(c) specifically notes that an issuer should not
present risks that apply to any issuer or any offering.  Please
review all risks and remove or particularize those that do not
comply
including, but not limited to, those relating to government
regulation and supervision (page 24), information systems (page
25),
and attracting and retaining personnel (page 25).
19. Please provide to us and undertake to include in your future
filings, revision of each of your sub captions, to comply with the
following:
* Item 503(c) which requires that you set forth each risk factor
under a sub caption that adequately describes the risk;
* sample comment 36 to Staff Legal Bulletin No.7, which directs
that
you revise each subheading to "ensure it reflects the risk that
you
discuss in the text." rather than "merely state a fact about your
business...succinctly state in your subheadings the risks that
result
from the facts or uncertainties;" and
* sample comment 37 to Staff Legal Bulletin No.7, which directs
that
you revise each subheading to eliminate language that is "too
vague
and generic to adequately describe the risk that follows."
For instance, the caption to your second risk factor which merely
states you may be adversely affected by interest rate changes does
not comply with the applicable requirements.  For instance, the
caption on page 22 which states "current levels of market
volatility
are unprecedented" does not comply.
20. Please provide to us and undertake to include in your future
filings, revision of each risk factor to comply with the
following:
* Securities Act Release No. 33-7497 which requires that you
"place
any risk factor in context so investors can understand the
specific
risk as it applies to your company and its operations;"
* sample comment 34 to Staff Legal Bulletin No.7, which directs
that
you provide the information investors need to "assess the
magnitude"
of each risk and "explain why" each risk may result in a material
adverse effect on you; and
* sample comment 38 to Staff Legal Bulletin No.7, which directs
that
you include "specific disclosure of how your [operations]
[financial
condition] [business] would be affected" by each risk.
For instance, in the second risk factor on page 21 regarding
allowance for loan losses, address the trends in your non
performing
loans and in the economic conditions in the markets that increase
these risks.  For instance, in the fourth risk factor on page 21
regarding "difficult market conditions," address the risks to you
from the conditions in your particular market.

21. Please provide to us and undertake to include in your future
filings, consider adding a risk factor relating to your liquidity
and
regulatory capital given your borrowings from the Treasury`s TARP
program.
Dividends on Common Stock, page 27
22. Please provide to us and undertake to include in your future
filings, revision of this section as follows:
* revise the first sentence to indicate that you may not continue
to
declare a dividend at the same amount because of your financial
condition, the terms of preferred stock issued to the Federal
Government under the Troubled Asset Relief Program and the terms
of
your revolving line of credit;
* revise the description of the Series B Preferred Stock, in the
third paragraph, to include a description of the circumstances
under
which you are limited or prohibited from declaring dividends on
your
common stock; and
* expand your reference to "certain financial covenants in the
Company`s revolving line of credit" to disclose what these
covenants
are and how they limit your ability to declare dividends on common
stock.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 31

23. Please provide to us and undertake to include in your future
filings, revision of this section in its entirety to comply with
Item
303 and Release No. 33-8350 by identifying and analyzing known
trends, events, demands, commitments and uncertainties that are
reasonably likely to have a material effect on your financial
condition or operating performance including, but not limited to,
analysis of the following:
* how the deterioration of the real estate market and the economy
in
your markets has affected you and how the continued deterioration
may
affect you;
* the trend of declining net income;
* trends in the allowance for loan losses, including the  dramatic
increase in 2008;
* trends in the provision for credit losses including the
dramatic
increase in 2008;
* trends in the amount of loans charged off, including the
dramatic
increase in 2008;
* trends in the amount of non-accrual loans, including the
dramatic
increase in 2008;
* trends in the amount of impaired loans, including the dramatic
increase in 2008; and
* trends in the number and percentage of your loans that are
overdue
by 90 days or more.

Overview and Strategy, page 33
24. We note that this section does not address the your financial
condition, the economic recession or the programs offered by the
Federal Reserve, Department of Treasury and other governmental
agencies.  Please provide to us and undertake to include in your
future filings, revision of this section to address your financial
condition including your need for TARP funds and how you have been
affected by both and how you have responded and how you plan to
respond.
25. Please provide to us and undertake to include in your future
filings, revision to include an overview with meaningful
disclosure
and analysis relating to your business condition, financial
condition
and results of operations consistent with Release No. 33-8350
including, but not limited to, the following:
* provide a balanced, executive-level discussion, in addition to
the
tables, that identifies the most important themes or other
significant matters with which management is concerned primarily
in
evaluating the company`s financial condition and operating
results;
* identify and provide insight into material opportunities,
challenges and risks that you face, on which your executives are
most
focused for both the short and long term such as:
* your need for additional capital as evidenced by your borrowings
from the Federal government under the Troubled Asset Relief
Program;
* how you have been effected by the financial and credit crisis;
* the extent of your loan portfolio attributable to real estate
loans;
* the economic recession in your market areas;
* the rise of loan defaults and foreclosures at your institution;
* the drop in real estate prices, real estate sales and new
construction in your market areas; and
* the rise in unemployment in your market areas; and
* identify and provide insight into the actions you are taking to
address each of the serious challenges and risks that you face
including, but not limited to, changing your standards for making
loans and for investing in securities and any plans you have to
raise
additional capital through government programs and/or other means.

26. Please provide to us and undertake to include in your future
filings, disclosure of your obligations to the federal government
under the various programs and your compliance to date including,
but
not limited to, the following:
* your agreement to "expand the flow of credit to U.S. consumers
and
businesses on competitive terms;" and
* your agreement "to work diligently, under existing programs, to
modify the terms of residential mortgages."
Please provide analysis of changes in 2008 from 2007 and 2006 in
the
number and aggregate amount of each of the following: new loans
originated; loans refinanced; and loans modified.  Please
distinguish
between consumer loans and commercial loans.

De Novo Bank Formations. Page 33
27. This first subsection of your MD&A merely lists the branches
opened during the past three years as well as one acquisition and
one
de novo bank three years.  Please provide to us and undertake to
include in your future filings, analysis of the trend of opening
fewer branches each year.  We note your statement on page 23 that
you
"expect" to form more de novo banks and open more branches.
Address
the extent to which you plan to open more branches, make
acquisitions
and form de novo banks.  Please address the extent to which you
will
have to close branches as a result of the economic recession.
Please
provide analysis of the costs and benefits to you of these new
branches.

Earning Assets, Wealth Management and Other Business Niches, page
33

28. We note that much of the disclosure in this section merely
repeats descriptions of your business from the business section.
Please provide to us and undertake to include in your future
filings,
analysis of these businesses as required by the rules.
29. Please provide to us and undertake to include in your future
filings, analysis of the reasons for purchasing assets and
liabilities of Professional Mortgage Partners in December 2008 and
the costs, benefits and risks to you.
30. Please provide to us and undertake to include in your future
filings, analysis of how your mortgage business has been affected
by
the recession and the drop in real estate prices.  Please discuss
how
you have addresses these problems including but not limited to the
following:
* your participation in the Home Affordable Modification  Program
("HAMP"); and
* the number and percentage of your mortgages that have been
modified.

31. Please provide to us and undertake to include in your future
filings, analysis of the extent to which you accepted brokered
deposits.

Credit Risk and Asset Quality
Risk Elements in the Loan Portfolio, pages 55
32. The staff notes the disclosure on page 56 that in the second
quarter of 2008, the company refined its methodology for
determining
certain elements of the allowance for loan losses.  These
refinements
resulted in an allocation of the allowance to loan portfolio
groups
based on loan collateral and credit risk ratings and did not have
a
material impact on the allowance as compared to the previous
methodology.  Previously, this element of the allowance was not
segmented at the loan collateral and credit risk rating level.
Please tell us and expand the disclosure in future filings to
discuss
why you made the change and, to the extent possible quantify the
effect of the change.  Also consider disclosing and discussing any
changes in:

* the historical loss data you used as a starting point for
estimating current losses;
* how you incorporated economic factors affecting loan quality
into
your allowance estimate;
* the level of specificity you used to group loans for purposes of
estimating losses;
* your non-accrual and charge-off policies;
* your application of loss factors to graded loans; and
* any other estimation methods and assumptions you used.

Liquidity and Capital Resources, page 60
33. Please provide to us and undertake to include in your future
filings, disclosure relating to your claims that as of December
31,
2008 you "exceeded the well-capitalized ratios" to discuss whether
you would have met these standards without the assistance of funds
borrowed from, or with the assistance of, the federal government.
34. Please provide to us and undertake to include in your future
filings, disclosure of the extent to which you utilize brokered
deposits and the reasons.






Item 8. Financial Statements and Supplementary Data
Financial Statements
Note (23) Shareholders` Equity, pages 98-99
35. Tell us how you determined the relative fair values of both
the
preferred stock and the warrants issued to the U.S. Treasury
Department in conjunction with the TARP related sale in December
of
2008.  Disclose in future filings, the assumptions utilized in
arriving at the relative fair values.
36. Tell us how you are accounting for the discount on the TARP
related preferred stock issued in December of 2008.  We note that
the
discount should be amortized over the estimated life of the
warrant
using the effective yield method.

Note (27) Quarterly Financial Summary, page 104
37. Tell us why the provision for credit losses decreased in the
fourth quarter of fiscal 2008 after experiencing an upward trend
during the first three quarters and in light of the continued
deterioration in the loan portfolio recognized during the fourth
quarter of fiscal 2008.

Form 10-Q for the Quarterly Period Ended June 30, 2009
Part I. - Financial Information
Item1. Financial Statements
Consolidated Statements of Condition, page 1
38. Please revise your future filings to state the title of each
issue of preferred stock and the dollar amount thereof.  Also,
state,
for each issue, the number of shares authorized and the number of
shares issued or outstanding, as appropriate pursuant to Article
9-
03.19 of Regulation S-X.  Provide similar disclosure for common
stock
pursuant to Article 9-03.20 of Regulation S-X.

Consolidated Statements of Changes in Shareholders" Equity
(Unaudited), page 3
39. We note that you recorded an adjustment to Retained Earnings
to
recognize the cumulative effect of adopting FASB Codification 320-
10-
65-1h   indicates that a corresponding adjustment should be made
to
Accumulated Other Comprehensive Income.  It is not clear to us how
this offsetting adjustment was recognized here.  Please advise and
revise your future filings accordingly.






Notes to Unaudited Consolidated Financial Statements
Note (4) Available for Sale Securities, pages 9-11
40. We refer you to your investment securities tables appearing on
pages 9 and 10.  ASC 942-320-50 provides that the disclosures
required by the FSP be provided by major security type.  Although
this guidance   provides a list of securities types to be
presented
by financial institutions, it states that additional security
types
may be necessary and that a company should consider certain
characteristics (e.g. business sector, vintage, geographic
concentration, credit quality, economic characteristics) in
determining whether it is necessary to separate further a
particular
security type in greater detail.  Accordingly, please revise your
future filings to disclose your major security types in greater
detail as follows:

* Separately disclose residential mortgage backed securities,
commercial mortgage backed securities and collateralized mortgage
obligations as these major security types are specifically
required
for financial institutions based on the guidance in ASC 942-320-
50;
* Consider further segregating your mortgage backed securities by
vintage, credit quality (e.g. prime, subprime) or other loan
characteristics (e.g. Alt-A, interest only) based on the nature
and
risks of the securities; and
* Consider further segregating your pooled trust preferred
securities
by class/tranche held (e.g. senior, mezzanine).

41. We note that you recognized an OTTI charge of $8.2m and $2.1m
on
certain corporate notes and other debt securities as of December
31,
2008 and March 31, 2009, respectively.  We also note that you did
not
reclassify a portion of this impairment to accumulated other
comprehensive income upon the adoption of ASC 320-10-65    Please
tell us and revise your disclosure in future filings to clarify
whether you intend to sell these securities or have determined
that
it is not more likely than not that you will be required to sell
them
before recovery of their amortized cost basis.  If not, please
clarify how you determined that the majority of the OTTI was
credit-
related.

Note (5) Loans, page 11
42. Please revise your future filings to provide the disclosures
required by ASC 310-10-50-15a.  Please note that such disclosures
are
required as of each balance sheet date, including quarterly
periods.





Note (11) Fair Values of Assets and Liabilities, page 21
43. We note your disclosure, on page 24, as it relates to impaired
loans that appraised values, which may require adjustments to
market-
based valuation inputs, are generally used on real estate
collateral-
dependant impaired loans.  Provide us with additional information
so
that we will have a better understanding of the nature of and the
reasons for the adjustments that are made.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Asset Quality
Allowance for Credit Losses, page 58
44. We note the continued deterioration in the credit quality of
your
loan portfolio during the fiscal 2008 period and into fiscal 2009,
which has resulted in a significant increase in nonperforming
loans
and assets as well as significant increases in both the loan loss
provision and loan charge-offs during that timeframe.  We note
that
the largest increase in both delinquent and nonperforming loans
has
come from the "commercial, consumer and other" category.  So that
a
reader would have a clear understanding of how management
identifies
problem loans within the loan portfolio as well as the steps taken
to
address any potential problems, please revise your future filings
to
address the following and provide us with a draft of your proposed
revisions:

* The processes taken by management in identifying potential
problem
loans;
* The steps taken in identifying the nature and type of underlying
collateral supporting these loans;
* How management determines the value of the underlying collateral
(i.e. if appraisals are obtained, how often and under what
circumstance);
* The typical timing surrounding the recognition of a collateral
dependent lending relationship and respective loans as
nonperforming,
when you order and receive an appraisal, and the subsequent
recognition of any provision or related charge-off. In this
regard,
tell us if there have been any significant time lapses during this
process;
* Discuss how shortfalls are addressed, including the steps taken
by
management to address these shortfalls (i.e. include the timeframe
followed);
* Whether you have charged-off an amount different from what was
determined to be the fair value of the collateral as presented in
the
appraisal for any period presented.  If so, please tell us the
amount
of the difference and corresponding reasons for the difference, as
applicable;
* How you account for any partially charged-off loans subsequent
to
receiving an updated appraisal. In this regard, specifically tell
us
your policies regarding whether or not these loans return to
performing or remain non-performing status, in addition to whether
or
not any of the terms of the original loans have been modified
(e.g.
loan extension, changes to interest rates, etc); and
* In the event that you do not use external appraisals to fair
value
the underlying collateral for impaired loans or in cases where the
appraisal has not been updated to reflect current market
conditions,
please provide us with a comprehensive response which discusses
your
process and procedures for estimating the fair value of the
collateral for these loans.

45. We note that a significant portion (i.e. in excess of 12%) of
the
Company`s loan portfolio is in the form of home equity loans.  A
decline in the value of assets serving as collateral for these
types
of loans may impact your ability to collect on these loans.  In
addition to the above noted disclosures, consider also disclosing
the
following in future filings:

* The approximate amount (or percentage) of residential mortgage
and
home equity loans as of the end of the reporting period with loan-
to-
value ratios above 100%; and
* How you take into consideration housing price depreciation, and
the
homeowners` loss of equity in the collateral, in your allowance
for
loan losses for both residential mortgages and home equity loans.
Discuss the basis for your assumptions about housing price
depreciation.

      Please provide us with a draft of your proposed disclosures.

46. We note the allowance for loan losses as a percentage of
nonperforming loans has continued to decrease through the period
ended June 30, 2009.  Given the continued increase in the level of
both delinquent and nonperforming loans, in future filings, please
more clearly disclose how you determined your allowance for loan
losses was appropriate at each respective reporting period date.
Your disclosures should address the following:

* How management developed the allowance for loan losses and the
associated provision in light of the increasing levels of loan
charge-offs and changes in the levels of both delinquent and
nonperforming loans and assets;
* The specific triggering events or other circumstances which
impact
the timing of when an allowance for loan losses is established for
an
impaired loan versus when the loan is charged-off; and
* A comprehensive discussion that clearly bridges the gap between
the
significant changes in your recent credit experience and evidence
of
changes in your overall credit environment with the increase in
your
allowance for loan losses.  For example, discuss the reasons that
your allowance has not proportionally followed the levels of your
nonperforming loans and charge-offs.

      Please provide us with a draft of your proposed disclosures.


      * * * * * * * * * * * * *



      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing;   and
* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Christina Harley, at 202-551-3695 or Hugh
West,
Branch Chief, at 551-3872 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
either
Jonathan E. Gottlieb at (202) 551-3416 or me at (202) 551-3434
with
any other questions.



						Sincerely,



						Michael Clampitt
						Senior Attorney