Securities Exchange Act of 1934
Rules 12h-1(f) and (g) and Rule 12h-3

March 14, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, and your opinion that you will be eligible to rely on Exchange Act Rule 12h-1(f), the Division will not recommend enforcement action to the Commission if the Company files a Form 15 to deregister its compensatory stock options under Exchange Act Rule 12h-1(g). Further, the Division will not object if the Company stops filing its periodic and current reports under the Exchange Act, including its annual report on Form 10-K for the year ended December 31, 2007. In reaching this position, we note that the Company will file a post-effective amendment removing from registration unsold securities under its effective registration statement on Form S-8. We assume that, consistent with the representations made in your letter, the Company will file a certification on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of its Form 10-K for the year ended December 31, 2007.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/viewsonic031408-12h-1.htm