U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

July 28, 2003

Herman H. Raspe
Patterson, Belknap, Webb & Tyler
1133 Avenue of the Americas
New York, New York 10036-6710

Re: Tender Offer by Rizzoli Corriere della Sera Medical Group S.p.A. for Fila Holding S.p.A..

Dear Mr. Raspe:

In regard to your letter dated July 23, 2003, as supplemented by conversations with the staff, our response is attached to the enclosed photocopy of your letter. By doing this, we avoid having to recite or summarize the facts set forth in your letter. Each defined term in our response has the same meaning as defined in your letter, unless otherwise noted.


Without necessarily concurring in your analysis and based on your representations and the facts presented in your letter, the United States Securities and Exchange Commission (Commission) hereby grants exemptions from Rules 14d-10 and 14e-5 under the Securities Exchange Act of 1934 (Exchange Act). The exemption from Rule 14d-10 is to permit RCS MediaGroup S.p.A. (the Prospective Purchaser) to make the Italian Offer available only to the Italian Shareholders. All persons, including U.S. holders, are eligible to participate in the U.S. offer for shares and ADSs of Fila Holding Corporation. The exemption from Rule 14e-5 is to permit the Prospective Purchaser to purchase or arrange to purchase a total of 45 shares from the Italian Shareholders pursuant to the Italian offer during the U.S. offer. You do not request, and we do not grant, any relief regarding purchases or arrangements to purchase shares or ADSs otherwise than pursuant to the Offers.

The foregoing exemptions from Rules 14d-10 and 14e-5 are based solely on your representations and the facts presented and are strictly limited to the application of these rules to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offers. The Divisions express no view with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.


For the Commission, by the
Division of Corporation Finance,
pursuant to delegated authority,


For the Commission, by the
Division of Market Regulation,
pursuant to delegated authority,



Brian V. Breheny
Office of Mergers & Acquisitions
Division of Corporation Finance

James A. Brigagliano
Assistant Director
Division of Market Regulation

Incoming Letter

The incoming letter is attached in PDF format.



Modified: 08/12/2002