[LETTERHEAD OF WINSTON & STRAWN LLP]
December 8, 2006
BY EDGAR AND HAND DELIVERY
Mr. Russell Mancuso
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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IPG Photonics Corporation |
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Registration Statement on Form S-1 |
Dear Mr. Mancuso:
On behalf of IPG Photonics Corporation (the “Company”), we enclose for your review
Amendment No. 6 (“Amendment No. 6”) to the Company’s Registration Statement (the
“Registration Statement”) on Form S-1 (File No. 333-136521), which was originally filed
with the Securities and Exchange Commission (the “Commission”) on August 11, 2006. The
Company filed Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No.
5 (“Amendment No. 5”) to the Registration Statement with the Commission on September 27,
2006, October 18, 2006, November 14, 2006, November 24, 2006 and December 4, 2006, respectively.
An electronic version of Amendment No. 6 was filed today with the Commission pursuant to the
Securities Act of 1933, as amended, through the Commission’s electronic data gathering, analysis
and retrieval system.
For your convenience, we have enclosed four marked copies of Amendment No. 6 showing the
changes made to Amendment No. 5.