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U.S. Securities and Exchange Commission

Securities Exchange Act
Rule 12h-3

August 12, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance


PlanetOut Inc.
Incoming letter dated August 7, 2009

Based on the facts presented, the Division will not object if PlanetOut stops filing periodic and current reports under the Securities Exchange Act of 1934, including its quarterly report on Form 10-Q for the quarter ended June 30, 2009. In reaching this position, we note that PlanetOut has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Forms S-8 and Form S-3 and that those post-effective amendments are effective. We also note that no PlanetOut securities were sold pursuant to the registration statement on Form S-4. We assume that, consistent with the representations made in your letter, PlanetOut will file a certification on Form 15 making appropriate claims under Exchange Act Rules 12g-4 and 12h-3 on or before the due date of its Form 10-Q for the quarter ended June 30, 2009.

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.


Raymond A. Be
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/13/2009