GHL Acquisition Corp.

300 Park Avenue

New York, NY 10022

August 14, 2009

Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: GHL Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed June 8, 2009

File No. 001-33963

Dear Mr. Spirgel:

In providing the responses set forth in a letter dated August 14, 2009 from Paul D. Hodgdon of Davis Polk & Wardwell LLP to you, and in response to the request of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), GHL Acquisition Corp. (“GHQ”) hereby acknowledges that:

·   GHQ is responsible for the adequacy and accuracy of the disclosure in the filing of the preliminary proxy statement;

·   Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filing; and

·   GHQ may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Very truly yours,

GHL ACQUISITION CORP.
By:	/s/ Harold J. Rodriguez, Jr.
	Name:	Harold J. Rodriguez, Jr.
	Title:	Chief Financial Officer

cc:           Paul D. Hodgdon, Davis Polk & Wardwell