CORRESP 3 filename3.htm Unassociated Document
[COZEN O'CONNOR LETTERHEAD]
 

Scott E. Brucker
Direct Fax 215-701-2410
 
February 23, 2007
 
 
VIA EDGAR FILING
 
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop: 4561
Attention: Ms. Karen J. Garnett, Assistant Director


 
Workstream Inc.
    Amendment No. 2 to Registration Statement on Form S-3
    Registration No. 333-139403
 
Ladies and Gentlemen:

On behalf of Workstream Inc. (the “Company”), we are transmitting for filing via EDGAR Amendment No. 2 to the Company’s Registration Statement on Form S-3 (Registration No. 333-139403) (“Amendment No. 2”).

Set forth below is the Company’s response to the comment of the Commission staff as conveyed by David H. Roberts of the Commission staff in a phone conversation on February 12, 2007 with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed February 2, 2007 (the “Registration Statement”). For ease of reference, we have set forth the staff’s comment followed by the Company’s response.

Enclosed with this letter are four clean and four marked courtesy copies of Amendment No. 2 setting forth changes made in the Registration Statement.

 
 
Securities and Exchange Commission
February 23, 2007
Page 2
 
 
Undertakings

1. Please revise this section to include the undertaking required with respect to a registrant subject to Rule 430C.

The Company has revised the Undertakings section of the Registration Statement as requested.

 
General
 
If you have any questions with regard to these responses, need further supplemental information or would like to discuss any of the matters covered by this letter, please contact the undersigned at (215) 665-3710.
     
  Sincerely,
   
  COZEN O’CONNOR
 
 		  
 		  
 
  By:   /s/ Scott E. Brucker
 
Scott E. Brucker