Securities Exchange Act of 1934
Sections 12(g) and 12(h)

October 25, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not raise any objection if Camp Dresser & McKee Inc. continues not to comply with the registration requirements of Section 12(g) of the Exchange Act with respect to shares of Camp Dresser & McKee's Class C Common Stock that are issued in the manner and subject to the terms and conditions set forth in your letter. This position will continue until such time as Camp Dresser & McKee otherwise becomes a reporting company under the Exchange Act with respect to a class of its equity securities.

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 represents only the Division's position on enforcement action and does not purport to 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/2010/campdresser102510-12g.htm