[Morgan Stanley Letterhead]
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 4561
Attn: |
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Barbara C. Jacobs
David L. Orlic
David W. Edgar
Christine E. Davis |
Re: |
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Arcsight, Inc.
Common Stock
Registration Statement on Form S-1 No. 333-145974 |
Dear Sir/Madam:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended (the Act), the undersigned, as representative of the several underwriters,
hereby joins in the request of Arcsight, Inc. (the Company) for acceleration of the effective
date of the above-referenced Registration Statement to 2:30 p.m. Eastern Standard Time, on February
13, 2008, or as soon as practicable thereafter.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, we wish to advise you
that we have effected the following distribution of the Companys Preliminary Prospectus dated
January 18, 2008:
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(i) |
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Dates of Distribution: January 18, 2008 through the date hereof |
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(ii) |
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Number of prospective underwriters to whom the preliminary prospectus
was furnished: 4 |
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(iii) |
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Number of prospectuses furnished to investors: approximately 9394 |
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(iv) |
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Number of prospectuses distributed to others, including the Company,
the Companys counsel, independent accountants, and underwriters counsel:
approximately 505 |
The undersigned, as representative of the several underwriters, has and will, and each
participating underwriter and dealer has advised the undersigned that it has and will, comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours, |
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MORGAN STANLEY & CO. INCORPORATED |
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Acting severally on behalf of itself and the several underwriters |
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By: |
/s/ Langley Eide
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