October 5, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

Attention:		Amanda Ravitz
		Praveen Kartholy
		Geoffrey Kruczek
		Jay Mumford
		Gary Todd

 

Re:		Ambarella, Inc.
		Registration Statement on Form S-1 (File No. 333-174838)
		Form 8-A (File No. 001-35667)

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between September 26, 2012 and the date hereof, 3,498 copies of the Preliminary Prospectus dated September 26, 2012 were distributed to prospective underwriters, institutional investors and prospective dealers.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on October 9, 2012 or as soon thereafter as practicable.

(Signature Page Follows)

 

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Very truly yours,

MORGAN STANLEY & CO. LLC

DEUTSCHE BANK SECURITIES INC.

As Representatives of the

Prospective Underwriters

 

By:		Morgan Stanley & Co. LLC
By:		/s/ Cynthia Gaylor
		Name:		Cynthia Gaylor
		Title:		Managing Director

 

By:		Deutsche Bank Securities Inc.
By:		/s/ John Reed
		Name:		John Reed
		Title:		Director
By:		/s/ Francis M. Windels
		Name:		Francis M. Windels
		Title:		Managing Director

[Signature Page to Acceleration Request]