CORRESP 1 filename1.htm corresp
(PRGX LOGO)
Victor A. Allums
Senior Vice President and General Counsel
PRGX Global, Inc.
770 779 6610
vic.allums@prgx.com
May 19, 2011
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, North East
Washington, D.C. 20549
     
Attention:
  Pamela A. Long, Assistant Director
 
   
Re:
  PRGX Global, Inc.
 
  Registration Statement on Form S-3, as Amended
 
  File No.: 333-171986
Dear Ms. Long:
     Pursuant to Rule 461 of the Securities Act of 1933, as amended, PRGX Global, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3, as amended, File No. 333-171986 (the “Registration Statement”), to May 20, 2011, at 5:00 p.m., Eastern time, or as soon as practicable thereafter. Please notify our attorney, David W. Ghegan, Esq., by phone at (404) 885-3139 of the date and time that the Registration Statement has been declared effective.
     In connection with the foregoing request for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
 
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(PRGX LOGO)

 


 

United States Securities Exchange Commission
May 19, 2011
Page 2 of 2
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
         
  Very truly yours,

PRGX Global, Inc.

 
 
  By:   /s/ Victor A. Allums  
    Victor A. Allums   
    Senior Vice President and General Counsel   
 
(PRGX LOGO)