SEC Division of Corporation Finance no-action letter: PMI Group, Inc.

SULLIVAN & CROMWELL LLP TELEPHONE: 1-650-46 1-5600 FACSIMILE: 1-650-461-5700 WWW.SULLCROM.COM Securities Exchange Act of 1934 Sections 14(e) and 13(e); Rules 14e-5(a) and 13e-4(f)(6) LOS ANGELES NEW YORK .WASHINGTON, D C FRANKFURT. LONDON. PARlS BElJlNG .HONG KONG .TOKYO MELBOURNE. SYDNEY July 6,2006 By Hand Mr. Brian V. Breheny, Chief, Office of Mergers and Acquisitions, Mr. Nicholas P. Panos, Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.E., Washington, D. C. 20549. Mr. James A. Brigagliano, Acting Associate Director, Ms. Racquel L. Russell, Branch Chief, Mr. Matthew B. Landon, Special Counsel, Division of Market Regulation, Securities and Exchange Commission, 100 F Street, N.E., Washington, D. C. 20549. Re: The PMI Group, 1nc.-Issuer Tender Offer and Exchange Offer for Outstanding Debentures Ladies and Gentlemen:
We are writing on behalf of our client, The PMI Group, Inc., a Delaware corporation (the "Comr>any"), in connection with the proposed offer (the ''Exchange Offer") to exchange a new series of its 2.50% Senior Convertible Debentures due 2021 (the "New Securities") and an exchange fee for all of its existing 2.50% Senior Convertible Debentures due 2021 (the "Old Securities").