Securities Exchange Act of 1934
Rule 14d-10(a)(1)
Rule 14e-5

May 9, 2007

Response of the Office of Mergers and Acquisitions,
Division of Corporation Finance and the Office of Trading Practices,
Division of Market Regulation

Roland Hlawaty
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005

Dear Mr. Hlawaty:

We are responding to your letter dated May 9, 2007 addressed to Brian V. Breheny, Christina Chalk, and James A. Brigagliano, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission ("Commission") hereby grants exemptions from the following rules:

• Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) permits Purchaser to make the U.S. Offer available to all holders of Asur ADSs and all holders of Series B Shares who are not resident in Mexico. All Series B shareholders, including U.S. holders, may participate in the Mexican Offer because applicable Mexican law does not permit any shareholders, including U.S. holders, to be excluded from the Mexican Offer.
   
• Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 permits Purchaser to purchase or arrange to purchase Series B Shares of Asur pursuant to the Mexican Offer during the U.S. Offer. You do not request and we do not grant any relief regarding purchases or arrangements to purchase Securities otherwise than pursuant to the Offers. In granting this relief, we note that, except for the relief specifically granted herein, the Purchaser will comply with Rule 14e-5.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated May 9, 2007, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

For the Commission,
by the Division of Corporation Finance
pursuant to delegated authority

Brian V. Breheny
Chief
Office of Mergers and Acquisitions

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority

James A. Brigagliano
Associate Director

Incoming Letter:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/gads050907-14e-5.htm