XCel Brands, Inc.

475 10^th Avenue – 4^th Floor

New York, NY 10018

 

 

July 2, 2012

 

 

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

Re:

XCel Brands, Inc. (the “Company”)

Registration Statement on Form S-1, as amended

File No. 333-177585 (“Registration Statement”)

 

Dear Sir/Madam:

 

The Company hereby requests that the above-referenced Registration Statement be declared effective on July 5, 2012, at 9:00 a.m., Eastern time, or as soon thereafter as is practical.

 

In addition, the Company acknowledges that:

 

·

should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

·

the action of the Commission or the Staff, acting pursuant to the delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

·

the Company may not assert the declaration of effectiveness or Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

 

	Sincerely,
	XCEL BRANDS, INC.
	By:	/s/ Robert D’Loren
		Robert D’Loren Chief Executive Officer and Chairman