Mail Room 4561

								January 13, 2006

Mark A. Hershey, Esq.
Senior Vice President, General Counsel and Secretary
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, Pennsylvania 19355

	Re:   	IKON Office Solutions, Inc.
		Registration Statement on Form S-4
		Filed on December 20, 2005
		File No. 333-130513

		Form 10-K for the year ended September 30, 2005
		File No. 1-05964

Dear Mr. Hershey:

      We have limited our review of the above-referenced Form S-4
registration statement of the IKON Office Solutions, Inc. to the
disclosure items identified below 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Form  S-4

Exchange Offer
1. We note from pages 4 and 74 that you are making the exchange
offer
in reliance on the position of the Commission as set forth in
certain
no-action letters.  As such, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993), and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters. Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.  If these are
not
the letters you are referencing, please advise.  Please be sure to
submit your supplemental letter on EDGAR.

Risk Factors

   "If we fail to maintain an effective system of internal control
over financial reporting...."
2. Please revise the subheading to state unambiguously that your
internal control over financial reporting is ineffective.

Forms S-4 and 10-K for the year ended September 30, 2005

Disclosure Controls and Procedures
3. We note that you have identified a material weakness in your
internal control over financial reporting and concluded that your
disclosure controls and procedures were ineffective as of
September
30, 2005.  Please amend the filings to state when the material
weakness was first identified and by whom.
4. You indicate that you have undertaken "several initiatives to
remediate the material weakness . . . including" the specific
initiatives you list on page 95.  Please clarify whether the
initiatives listed constitute all of the initiatives you plan to
take
to remedy the material weakness.  If you believe you will adopt
remedial measures in addition to any steps taken to date, please
clarify this.  To the extent you have established a more specific
timeline than fiscal 2006 for implementing specific
recommendations,
this information should be disclosed.  Furthermore, to the extent
that the remedial efforts involve material costs to the company,
please disclose this as well.
5. The disclosure relating to changes in internal control over
financial reporting on page 97 does not conform to the disclosure
requirements of Item 308(c) of Regulation S-K.  It appears from
your
disclosure regarding the initiatives taken to address the material
weakness that there were material changes to your internal control
over financial reporting during your fourth fiscal quarter.
Please
state unambiguously, if true, that there were changes and specify
what measures were taken during that quarter.  With regard to the
control deficiencies related to inadequate segregation of
incompatible duties and ineffective controls over access to
programs
and data, you state that you have implemented controls to
"compensate" for those deficiencies.  If the remedial measures
were
taken during the fourth fiscal quarter, please clearly describe
what
measures were taken during that quarter and clarify whether
management believes the deficiency has been fully addressed and no
longer exists.

      As appropriate, please amend your filings in response to our
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments 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 amendments and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

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

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendments for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Please direct all questions to Maryse Mills-Apenteng at 202-
551-3457 or the undersigned at 202-551-3730.

								Sincerely,



      			Barbara C. Jacobs
      			Assistant Director

cc:  	Via facsimile:  212-474-3700
      Andrew J. Pitts, Esq.




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Mark A. Hershey, Esq.
IKON Office Solutions, Inc.
January 13, 2006
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