Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
March 19, 2010
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | MaxLinear, Inc. |
Registration Statement on Form S-1
Registration File No. 333-162947
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of MaxLinear, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:30 P.M. Eastern Daylight Time on March 23, 2010, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated March 5, 2010:
| (i) | Dates of Distribution: March 8, 2010 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 5 |
| (iii) | Number of prospectuses furnished to investors: 10,979 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: 482 |
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. INCORPORATED DEUTSCHE BANK SECURITIES INC. | ||
| Acting severally on behalf of themselves and the several underwriters | ||
| By: | Morgan Stanley & Co. Incorporated | |
| By: | /s/ ROBERT BRASS | |
| Name: | Robert Brass | |
| Title: | Executive Director | |
| By: | Deutsche Bank Securities Inc. | |
| By: | /s/ MARK KEENE | |
| Name: | Mark Keene | |
| Title: | Managing Director | |
| By: | /s/ ADAM HOWELL | |
| Name: | Adam Howell | |
| Title: | Managing Director | |
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