July 6, 2006

Mail Stop 4561

Christina A. Gold
Chief Executive Officer
The Western Union Company
12500 East Belford Avenue
Englewood, Colorado 80112

      Re:	The Western Union Company
		Registration Statement on Form 10
      Filed June 8, 2006
		File No.  001-32903

Dear Ms. Gold:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.


General
1. We note that First Data will be adjusting the price of certain
options and restricted stock and that Western Union will be
issuing
new options and restricted stock.  Please confirm that all such
holders will receive a copy of the information statement and tell
us
how Western Union`s issuance of options and stock will be exempt
from
registration under the Securities Act. To the extent you intend to
rely on registration of the underlying or restricted shares on
Form
S-8, please tell us how you qualify for use of this form
(including
with regard to employees of other First Data subsidiaries that are
not subsidiaries of you).
2. We note from page 34 that First Data intends to obtain a legal
opinion regarding the tax-free nature of the spin-off and an
opinion
regarding your solvency under state law.  Please consider annexing
these opinions to your registration statement.  In any event,
please
discuss the solvency opinion thoroughly in the body of your
disclosure, including applicable analyses used by the expert to
arrive at its conclusion.

Summary, page 1

Our Company, page 1
3. Where you disclose the number of agent locations, please make
it
clear that not all locations were active in the most recent period
and break out the number of active locations.

Questions and Answers About the Spin-off, page 6
4. Please explain how First Data determined the amount Western
Union
will be required to pay to First Data ($3.6 billion) and describe
on
page 36 the factors that could impact this amount.  Also, if you
incur debt or receive a debt rating prior to effectiveness, please
revise your disclosure accordingly.
5. Please discuss briefly the settlement of intercompany notes and
balances.  Indicate specifically whether the settlement of notes
owed
by First Data includes $547.3 million in foreign earnings and
discuss
briefly here-and in detail in your business section-how you intend
to
reinvest them in your foreign operations and over what time
period.
6. Please explain how fractional shares will be treated in the
spin-
off and, in the event that fractional shares will not be issued
but
will be sold for the benefit of shareholders, how the sale of such
shares will conform to the requirements of Staff Legal Bulleting
No.
4.


Risk Factors, page 14
7. Please omit from the italicized information the disclaimer
regarding unknown risks.
8. Where relevant, and only to the extent material, please discuss
risk related to:

* operating a less diversified business;
* separation agreements negotiated by related parties;
* conflicts of interest between you and First Data and First
Data`s
payment processing customers;
* reduction in the number of banks willing to work with money-
servicing firms; and
* your reliance on a relatively small number of agents (40) for
half
of your revenue.  Please disclose specifically whether you rely on
any one agent (or groups of agents under common control) for 10%
or
more of your revenue.

Risks Relating to the Spin-Off, page 14

Regulators may impose..., page 18
9. Please identify any federal regulatory agencies-other than the
Securities and Exchange Commission-with which you may be making
filings in connection with the spin-off.

Risks Relating to Our Business and Industry, page 18

Unfavorable resolution of tax..., page 21
10. Please quantify the risk using reasonable assumptions.  Also,
here or wherever relevant, please discuss risk related to your
liability for value-added taxes outside the U.S.

Western Union has been the subject of class-action litigation...,
page 22
11. Please disclose amounts accrued for these liabilities.  Also,
please expand your disclosure to cover your potential liability
for
additional escheats.  From note 12 to your financial statements,
it
appears that you expect to complete your internal review of
escheat
practices this year.



Unaudited Pro Forma Combined Financial Statements, page 38

12. Please tell us how you considered the guarantees provided to
First Data in connection with your separation, disclosed in page
81,
in determining whether you should reflect the fair value of such
guarantees in your pro forma combined financial statements.  Refer
to
FIN 45.

13. We note that your pro forma statements of income do not
reflect
adjustments for additional costs associated with operating as a
standalone company.  Your pro forma statements of income should
reflect expenses which represent management`s best estimate of
factually supportable costs had the transaction occurred as of the
beginning of the year presented rather than just contractual
obligations.  Please advise us how you have considered the
additional
costs associated with operating as a standalone company for
inclusion
as a pro forma adjustment in light of the criteria in Article 11
of
Regulation S-X.  The information should clarify that it is forward
looking and material assumptions should be explained in the note.
The limitations of the pro forma information should be explained.
14. Please revise to describe all material nonrecurring charges or
credits and related tax effects not included in your pro forma
statements of income but which will be included in net income
within
12 months following this transaction and clearly indicate that
these
items were not included.

Notes to Unaudited Pro Forma Combined Financial Statements

Note (b), page 42
15. We note that you expect to enter into borrowing arrangements
in
connection with the separation.  Please clarify to us, and
disclose
in the next amendment, if you have a commitment from the
applicable
lender(s) related to these borrowings and the interest rates you
expect to incur.  If you do not currently have a commitment,
please
confirm to us that you will obtain a commitment and revise your
disclosure accordingly in a pre-effective amendment.

Note (c), page 42
16. We note that your adjustment to reflect the tax effect of the
pro
forma adjustments assumes an income tax rate of 36% and 34.4% for
the
year ended December 31, 2005 and the period ended March 31, 2006,
respectively.  We also note that your effective tax rate was 31.1%
for the year ended December 31, 2005.  Refer to page F-21.  Please
expand your disclosure to explain the estimates and assumptions
used
in determining your effective rate and income tax benefit
associated
with your pro forma adjustments.

Note (i), page 42
17. Please revise to describe and quantify the significant
components
of your assumption of certain tax and employee-related
liabilities.


Management`s Discussion and Analysis..., page 45
18. We note from recent reports that the average cost to send
money
through services like yours has fallen significantly since 2000.
Please discuss current pricing trends for your services, the
impact
on recent results and your expectations going forward.

Components of Revenue and Expenses, page 48
19. Please define other income (expenses), net.
20. Please disclose whether interest on money held for transfer is
subject to escheat.

Results of Operations, page 49
21. Net of the Vigo contribution, it appears that transaction fee
revenue has grown progressively slower since 2004.  Please discuss
this apparent trend.
22. We note your disclosure on page 70 that revenues and operating
income tend to be affected by seasonal trends.  Tell us how you
considered Instruction 5 to paragraph (b) of Item 303 of
Regulation
S-K and the materiality of such seasonal fluctuations in
evaluating
whether you should provide further discussion of such trends in
MD&A.
23. Please revise to further explain the reasons for the
fluctuation
in employee incentive compensation during 2004, 2005 and the
interim
periods during 2006.  Refer to page 51.

Segment Discussion

Transaction fees and foreign exchange revenue, page 54
24. We note that your disclosure lacks a discussion of foreign
exchange revenue.  Please revise your disclosure to further
explain
how you evaluate the income generated from the spread in exchange
rates (i.e. the difference between the retail exchange rates
offered
to consumers and the wholesale rates available to you) in
evaluating
the impact on overall revenue growth and operating income.  For
instance, we note that the growth in foreign exchange revenue
contributes to a significant portion of your overall revenue
growth
for your consumer-to-consumer segment and substantially all of the
growth in operating income for the period ended March 31, 2006.

Capital Resources and Liquidity, page 57
25. Refer to the top of page 58, where you disclose that your
significant cash flow will enable you to invest in expanding your
business despite your debt obligations following the spin-off.
Please disclose the assumptions underlying this assertion and
quantify the cash you expect to use to invest in expanding your
business.
26. Where relevant, please discuss your pension plan obligations.
Refer to note 10 to your financial statements.

Cash and Cash Equivalents, page 58
27. Cash Flows from Investing Activities.  Please explain in more
detail the significant  increases in contract costs and property
purchases in the first quarter of 2006.  Also, with respect to the
$140 million loan to one of your agents, please disclose its terms
in
more detail and tell us why it does not constitute a material
contract for purposes of Item 601 of Regulation S-K or a related
party transaction.

Our Business, page 65
28. Please tell us whether you do business in any of the following
countries: Cuba, Iran, North Korea, Sudan and Syria.  We may have
further comment.
29. Please provide the disclosure required by Items 101(d) and 102
of
Regulation S-K.

Our Strengths, page 66
30. Strong relationships with high quality agents and businesses.
Please disclose how many "billers" you have and how much of your
revenue your top 20 billers account for.
31. Attractive financial profile.  Please expand the disclosure in
this paragraph to include items that could materially restrict
growth
going forward, including, without limitation, the amount of debt
you
expect to incur and related debt payments, increased overhead
costs
and loss of borrowing power, and tax risk related to your
international operations.






Our Strategy, page 68
32. Build our brands and enhance our consumers` experience.
Please
explain what you mean by consumer-to-consumer pricing adjustments.
If you are referring to price cuts, please quantify.

Consumer-to-Consumer Segment, page 70
33. Where relevant, please discuss liability for lost payments in
both of your business segments.
34. Industry Trends.   Please provide support for the statistics
cited in this section.

Consumer-to-Business Segment, page 73
35. With respect to your Equity Accelerator product, please
disclose
whether you are subject to any laws applicable to mortgage brokers
or
lenders.

Regulation, page 76
36. Please disclose whether you are subject to regulations related
to
illegal immigration.

Our Relationship with First Data After the Spin-Off, page 79
37. Please clarify the final bullet point on page 79.  Do you mean
to
suggest that First Data will use funds supplied by you to satisfy
obligations related to your operations?

Transition Services, page 83
38. Please explain how the services will be priced and disclose
the
cost allocated to you for such services in the most recent fiscal
year.  We have the same comment with respect to the other spin-off
agreements discussed on page 87.

Existing Agreement, page 87
39. Please disclose when these agreements were first executed and
explain briefly how they will be amended to accommodate the spin-
off.




Subleases, page 88
40. Please disclose when these leases are subject to renewal or,
with
respect to anticipated new leases, how the leases will be priced.

Management, page 89
41. With respect to Messrs. Cole, Ersek, Schlapbach and Thomas,
please describe in more detail prior positions held at First Data
within the last five years.

Executive Compensation, page 95
42. With respect to the LTIP payouts, please explain what you mean
by
the term "banked."  Also, where relevant, please provide the
tabular
information required by Item 402(e) of Regulation S-K.

Employment Agreement, page 98
43. Please discuss the severance (in the event of termination
without
cause) and any non-compete terms in more detail.  If the agreement
has no termination date, please make this clear.

Executive Severance Plan, page 98
44. Please discuss the anticipated benefits of this plan in more
detail, to the extent known, and define change in control.

Ownership of Our Stock, page 104
45. If true, please make it clear in your notes that the number of
First Data shares and options subject to replacement and
conversion
will not necessarily equal the number of Western Union shares and
options to be issued to each holder upon completion of the spin-
off.

Certain Relationships and Related Party Transactions, page 107
46. Please omit the cross reference and include in this section
all
disclosure required by Item 404 of Regulation S-K.





Financial Statements

Note 2. Summary of Significant Accounting Policies

Other Intangible Assets, page F-11
47. Please advise us and revise your disclosure to clarify the
types
of costs incurred associated with establishing both new agent
contracts and renewal costs associated with existing agent
contracts.
Please cite the relevant accounting literature that supports your
policy for capitalizing these costs.  In addition, please tell us
how
you considered the guidance in EITF 01-9 in determining the
appropriate classification in your statements of income.

Loyalty Program, page F-12
48. Please disclose the amounts associated with your loyalty
program
and where such amounts are recorded in your financial statements.
In
addition, since costs associated with earned points are recognized
based on expected redemption rates, please further explain how you
determine the allocation between discounts and merchandise in
determining the appropriate classification as a reduction in
revenue
or as selling, general and administrative expense.

      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 Amanda Sledge at 202-551-3473 or Josh
Forgione,
Assistant Chief Accountant, at 202-551-3431 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or me at 202-551-
3852
with any other questions.

Sincerely,



Elaine Wolff
Branch Chief


cc:	Scott Williams (via facsimile, 312.853.7036)
	SIDLEY AUSTIN



Christina A. Gold
The Western Union Company
July 6, 2006
Page 10