CORRESP 1 filename1.htm CORRESP

RE/MAX Holdings, Inc.

5075 South Syracuse Street

Denver CO, 80237

October 1, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attention:    Duc Dang
   Folake Ayoola

 

Re: RE/MAX Holdings, Inc.

Registration Statement Filed on Form S-1

Registration No. 333-190699

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the RE/MAX Holdings, Inc. Registration Statement on Form S-1 (File No. 333-190699) to 4:00 p.m. Eastern Standard Time on October 1, 2013, or as soon thereafter as practicable.

We hereby acknowledge that:

 

    should the Commission or the staff, acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to such filing;

 

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve RE/MAX Holdings, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

    RE/MAX Holdings, Inc. may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please notify Gavin B. Grover, Esq. of Morrison & Foerster LLP, counsel to RE/MAX Holdings, Inc., at (415) 268-7113 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

[Signature page follows]


Very truly yours,
RE/MAX HOLDINGS, INC.
By:  

/s/ Geoffrey D. Lewis

Name:   Geoffrey D. Lewis
Title:   Executive Vice President and Chief Legal and Compliance Officer