March 28, 2007

Via U.S. Mail and Facsimile (011-44-1932-773701)

Mark Woolveridge
Chairman of the Board
Acergy S.A.
c/o Acergy M.S. Limited
Dolphin House, Windmill Road, Sunbury-on-Thames
Middlesex TW16 7HT, England, U.K.

	Re:	Acergy S.A.
		Form 20-F for the Fiscal Year Ended November 30, 2004
		Filed May 31, 2005
		Form 20-F for the Fiscal Year Ended November 30, 2005
		Filed May 8, 2006
		File No. 0-21742

Dear Mr. Woolveridge:

      We have limited our review of your Forms 20-F for the fiscal
years ended November 30, 2004 and November 30, 2005 to disclosure
relating to your contacts with a country that has been identified
as
a state sponsor of terrorism, and we have the following comments.
Our review with respect to this issue does not preclude further
review by the Assistant Director group with respect to other
issues.
At this juncture, we are asking you to provide us with
supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on 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 the disclosure under "Other Properties" on page 28 of
your
Form 20-F for the fiscal year ended November 30, 2004 that as of
May
9, 2005, you held under a long-term lease real property used for
offices in Teheran, Iran.  Iran is identified by the U.S. State
Department as a state sponsor of terrorism, and is subject to U.S.
economic sanctions and export controls.  That property is not
among
the properties listed under "Other Properties" in your Form 20-F
for
the fiscal year ended November 30, 2005.  Please advise us whether
you continue to lease the property.     Please also describe to us
any other past, current, and anticipated contacts with Iran,
whether
through affiliates or by direct or indirect arrangements.
Describe
the nature and extent of any contacts, including any agreements or
arrangements you may have, directly or indirectly, with the
government of Iran or entities controlled by that government.
2. Please discuss the materiality of any contacts described in
response to the foregoing comment, and whether they constitute a
material investment risk for your security holders.  You should
address materiality in quantitative terms, including the
approximate
dollar amounts of any associated revenues, assets, and liabilities
for the last three fiscal years and any fractional period
thereafter.
Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have operations associated with Iran.


* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please submit
your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the 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 the
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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Roger Schwall
		Assistant Director
	Division of Corporation Finance



Mark Woolveridge
Acergy S.A.
March 28, 2007
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