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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

December 19, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance


Galileo Holding Corporation
Incoming letter dated December 18, 2008

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings defined in your letter.

  • Galileo Holding may take into account General Maritime’s and Arlington’s reporting histories in determining Galileo Holding’s eligibility to use Forms S-3, S-4 and S-8, and may file a registration statement on Form S-3 only if it incorporates by reference the required Exchange Act reports of General Maritime and Arlington;
  • Galileo Holding may take into account the Exchange Act reporting histories of General Maritime and Arlington in determining whether Galileo Holding has complied with the public information requirements of Securities Act Rule 144(c)(1);
  • Galileo Holding is a “large accelerated filer” for purposes of Exchange Act Rule 12b-2; and
  • Galileo Holding may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(3).

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions.


Mark F. Vilardo
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 12/22/2008