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[LETTERHEAD OF EAGLE USA AIRFREIGHT, INC. APPEARS HERE]
August 11, 1999
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Re: Eagle USA Airfreight, Inc.
Withdrawal of Registration Statement on Form S-3 (Reg. No. 333-84043)
Ladies and Gentlemen:
Reference is made to Registration Statement (Reg. No. 333-84043) on
Form S-3 (the "Registration Statement") of Eagle USA Airfreight, Inc., a Texas
corporation (the "Company"), which was filed with the Securities and Exchange
Commission on July 29, 1999. The Company hereby applies pursuant to Rule 477
under the Securities Act of 1933, as amended, for withdrawal of the Registration
Statement. This application for withdrawal is being made as a result of the
determination by the selling shareholder named in the registration statement not
to proceed at this time with a public offering of the shares covered by the
registration statement.
Please address any questions or comments with respect to the foregoing to
Mr. Gene J. Oshman of Baker & Botts, L.L.P. at 713/229-1178.
Very truly yours,
EAGLE USA AIRFREIGHT, INC.
By: /s/ JAMES R. CRANE
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Name: James R. Crane
Title: President, Chief Executive Officer
and Chairman of the Board
cc: Ken Lench (SEC)
