Securities Exchange Act of 1934
Rule 13d-1(b)(1)(ii)

January 9, 2008

Bruce A. MacKenzie, Esq.
Dorsey & Whitney LLP
Suite 1500
50 South Sixth Street
Minneapolis, Minnesota 55402-1498

Dear Mr. MacKenzie:

We are responding to your letter dated December 28, 2007 addressed to Mauri L. Osheroff and Michael Pressman, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action 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. Each defined term in this letter has the same meaning as set forth in your December 28, 2007 letter, unless we indicate otherwise.

The Division of Corporation Finance will not recommend enforcement action to the Commission if DnB NOR and the Qualifying Subsidiaries report beneficial ownership on Schedule 13G under those circumstances in which they could so report if they were entities of the type identified in Rule 13d-1(b)(1)(ii) under the Securities Exchange Act of 1934.

The foregoing no-action position taken under Rule 13d-1(b)(1)(ii) is based solely upon the facts described and the representations made in your letter. In particular, we note your representations regarding the comparability of the relevant foreign laws that govern DnB NOR and the Qualifying Subsidiaries and the US laws governing entities of the type listed in Rule 13d-1(b)(1)(ii). We also note your undertaking to furnish upon request the information that would be required by Schedule 13D.

Any change in the facts described and representations made in your letter may change our conclusion. This letter only expresses our position on enforcement action. It does not express any legal conclusions, including, but not limited to, any legal conclusion on the questions presented or the information required to be disclosed on any Schedule 13G filed by DnB NOR or the Qualifying Subsidiaries.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/dnbnor010908-13dg.htm