February 21, 2012

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attention:   

Michael McTiernan, Assistant Director

Adam F. Turk, Attorney-Adviser

Wilson Lee, Staff Accountant

Jonathan Wiggins, Staff Accountant

 

  Re: Bazaarvoice, Inc. Registration Statement on Form S-1 (File No. 333-176506)

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 Bazaarvoice, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m., Eastern Time, on February 23, 2012, 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 on February 9, 2012 and included in Amendment No. 4 to the above-referenced Registration Statement:

(i) Dates of distribution: on February 9, 2012 through the date hereof.

(ii) Number of prospective underwriters to whom the preliminary prospectus was furnished: 6.

(iii) Number of preliminary prospectuses furnished to investors: approximately 5,192.

(iv) Number of preliminary prospectuses furnished to dealers: approximately 0.

(iv) Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 95.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.


 

Very truly yours,

MORGAN STANLEY & CO. LLC

DEUTSCHE BANK SECURITIES INC.

CREDIT SUISSE SECURITIES (USA) LLC

Acting severally on behalf of themselves and the several underwriters
By:   MORGAN STANLEY & CO. LLC
By:   /s/ Lauren Cummings
  Name: Lauren Cummings
  Title: Vice President
By:   DEUTSCHE BANK SECURITIES INC.
By:   /s/ John Reed
  Name: John Reed
  Title: Director
By:   /s/ Brad Miller
  Name: Brad Miller
  Title: Managing Director
By:   CREDIT SUISSE SECURITIES (USA) LLC
By:   /s/ Imran Khan
  Name: Imran Khan
  Title: Managing Director

[Signature Page to Acceleration Request by Underwriters]