-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KkKg0OIeA53znhYUwqtEmOquhzgQ3OSL6uh4dhd78Iz+ABGDqqL+MlWE0KIGxzze B+VpMQ1HhFtmwN/MdotyUw== 0001104659-10-050712.txt : 20101115 0001104659-10-050712.hdr.sgml : 20101115 20100930161259 ACCESSION NUMBER: 0001104659-10-050712 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tops Holding Corp CENTRAL INDEX KEY: 0001483173 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 261252536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: TOPS MARKETS LLC STREET 2: P.O. BOX 1027 CITY: BUFFALO STATE: NY ZIP: 14240-1027 BUSINESS PHONE: 716-635-5000 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY CAPITAL PARTNERS STREET 2: 1585 BROADWAY, FLOOR 39 CITY: NEW YORK STATE: NY ZIP: 10036 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tops Markets, LLC CENTRAL INDEX KEY: 0001495766 IRS NUMBER: 161592810 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 6363 MAIN ST. CITY: WILLIAMSVILLE STATE: NY ZIP: 14221 BUSINESS PHONE: 716-635-5000 MAIL ADDRESS: STREET 1: P.O. BOX 1027 CITY: BUFFALO STATE: NY ZIP: 14240 CORRESP 1 filename1.htm

[LETTERHEAD OF TOPS HOLDING CORPORATION]

September 30, 2010

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4561

Re: Tops Holding Corporation and Tops Markets, LLC (collectively, the “Company”)
Registration Statement on Form S-4 (File No. 333-168065)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Registration Statement on Form S-4 (File No. 333-168065) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:30 pm Eastern Daylight Time on September 30, 2010 or as soon as practicable thereafter.

The Company 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. In addition, the Company acknowledges that 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. Finally, the Company acknowledges that it 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.

We request that we be notified of such effectiveness by a telephone call to Michael Benjamin of Shearman & Sterling LLP at (212) 848-7658 and that such effectiveness also be confirmed in writing.

Very truly yours,

TOPS HOLDING CORPORATION


By:	/s/ Gary Matthews
	Name:	Gary Matthews
	Title:	President and Chairman


TOPS MARKETS, LLC


By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer


TOPS PT, LLC

By:	TOPS MARKETS, LLC, as sole and managing member


By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer


TOPS GIFT CARD COMPANY, LLC


By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer

TOPS Acceleration Request – Signature Page

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