May 2, 2011

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:	Thermon Group Holdings, Inc. (the “Company”)
	Registration Statement on Form S-1 (File No. 333-172007)

 

Ladies and Gentlemen:

 

As Representatives of the several underwriters of the proposed public offering of up to 11,500,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:30 p.m. (NYT) on May 4, 2011, or as soon thereafter as is practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 19, 2011, through the date hereof:

 

Preliminary Prospectus dated April 19, 2011:

 

2,212 copies to prospective Underwriters, institutional investors, dealers and others

 

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

 

 

	Very truly yours,
	BARCLAYS CAPITAL INC.
	JEFFERIES & COMPANY, INC.
	As Representatives of the several Underwriters
	By:	BARCLAYS CAPITAL INC.
	By:	/s/ Victoria Hale
		Name: Victoria Hale
		Title: Vice President
	By:	JEFFERIES & COMPANY, INC.
	By:	/s/ Sean Sullivan
		Name: Sean Sullivan
		Title: Managing Director