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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

March 15, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance


CoSine Communications, Inc.
Incoming letter dated March 2, 2011

Based on the facts presented, the Division will not object if CoSine Communications stops filing periodic and current reports under the Securities Exchange Act of 1934, including its annual report on Form 10-K for the year ended
December 31, 2010. In reaching this position, we note that CoSine Communications has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Forms S-8, and those post-effective amendments are effective. We assume that, consistent with the representations made in your letter, CoSine Communications 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-K for the year ended December 31, 2010.

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.


Carolyn Sherman
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/16/2011