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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

July 28, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance


Liberty Lane Acquisition Corp.
Incoming letter dated July 17, 2008

Based on the facts presented, it is the Division's view that the effectiveness of Liberty Lane Acquisition's registration statement on Form S-1 during the fiscal year ending December 31, 2008 would not preclude Liberty Lane Acquisition from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement and Liberty Lane Acquisition has withdrawn the registration statement pursuant to Rule 477 under the Securities Act of 1933.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Jeffrey S. Cohan
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/28/2008