SEC Division of Corporation Finance no-action letter: Loudeye Corp.

Securities Exchange Act of 1934, Rule 12h-3
Securities Exchange Act of 1934, Section 13(a) and Section 15(d) November 7, 2006 VIA EMAlL AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Email: cfletters@sec.gov Re: Loudeye Corp. (CIK 000 1064648) Ladies and Gentlemen:
This letter replaces our letters dated October 16, 2006 and November 2, 2006. We are writing on behalf of Nokia Inc., a Delaware corporation ("Nokia") and a wholly-owned subsidiary of Nokia Corp., an SEC reporting company (CIK 0000924613), and on behalf of Loudeye Corp., a Delaware corporation (“Loudeye”), to request that the staff of the Office of Chief Counsel, Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "SEC") confirm that it will not recommend enforcement action to the SEC if, under the circumstances described below, Loudeye files a certificate on Form 15 ("Form 15"), to suspend Loudeye’s reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 12h-3 thereunder ("Rule 12h-3"), including the suspension of Loudeye’s duty to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, in connection with its common stock, par value $0.001 per share (the “Loudeye Common Stock”). Loudeye has filed a Form 15 on November 2, 2006 with the SEC to deregister the Loudeye Common Stock under Section 12(g) of the Exchange Act, pursuant to Rule 12g-4(a)(1)(i) thereunder.