July 8, 2011
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
One Station Place
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz, Assistant Director
Division of Corporation Finance
One Station Place
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz, Assistant Director
| Re: | Vishay Precision Group, Inc. | |||
| Amendment no. 3 to Registration Statement on Form S-3 | ||||
| Filed July 8, 2011 | ||||
| Registration No. 333-173461 | ||||
Dear Sir or Madam:
Vishay Precision Group, Inc., a Delaware corporation (the “Company”), hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-3, as amended, registration No. 333-173461 (the “Registration Statement”), be accelerated so that the Registration Statement will become effective, as late as possible on July 8, 2011, or as soon thereafter as practicable.
In connection with this acceleration request, the Company acknowledges that:
- should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
- the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
- the Company 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.
| Very truly yours, | |||
| Vishay Precision Group, Inc. | |||
| By: | /s/ William M. Clancy | ||
| Name: William M. Clancy | |||
| Title: Executive Vice President, Chief Financial Officer | |||
Vishay Precision Group, Inc.
3 Great Valley Parkway, Suite 150 • Malvern • PA 19355 • USA • Phone 484.321.5300 • Fax 484.321.5301
3 Great Valley Parkway, Suite 150 • Malvern • PA 19355 • USA • Phone 484.321.5300 • Fax 484.321.5301
| Where the World Goes for Precision Measurement and Control | www.vishaypg.com |