PEN INTERCONNECT INC, RW, 1998-04-29

PEN INTERCONNECT INC
RW, 1998-04-29
COMPUTER COMMUNICATIONS EQUIPMENT

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                             PEN INTERCONNECT, INC.
                              2351 SOUTH 2300 WEST
                           SALT LAKE CITY, UTAH 84119
                                 (801) 973-6090
April 28, 1998



Attn: K. Fielder, Esq.
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:      Pen Interconnect, Inc.
         Registration Statement No. 333-29927

Dear Mr. Fielder:

Pen Interconnect,  Inc. hereby withdraws  Post-effective  Amendment No. 2 to its
above-referenced  registration  statement  on Form S-3 which was filed April 27,
1998. Note that Post-effective  Amendment No. 2 was inadvertently filed with the
EDGAR code for a Pre-effective  amendment  instead of the correct EDGAR code POS
AM. In processing the withdrawal of  Post-effective  Amendment No. 2, we request
that care be taken to assure that the effectiveness of the original registration
statement and Post-effective Amendment No. 1 remains in effect.

If you have any questions  regarding the foregoing,  please feel free to contact
the undersigned or our counsel, James Lucas, at (212) 697-6464.

Very truly yours,

Pen Interconnect, Inc.

By:      /s/ Dennis C. Ellis
         Dennis C. Ellis, CFO

DCE/aa

cc:      James W. Lucas, Esq.