SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, N.Y. 10017
(212) 455-2000
March 12, 1997
Re: CII Technologies Inc., Registration Statement on
Form S-1 (File No. 333-8397); Registration
Statement on Form S-4 (File No. 333-10029)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
To Whom it may Concern:
On behalf of CII Technologies Inc. (the "Company"), and in
accordance with Rule 477 under the Securities Act of 1933, we hereby apply
for withdrawal of each of the above referenced registration statements.
None of the securities governed by Registration Statement on
Form S-1 (File No. 333-8397) have been sold and the offering to which such
registration statement relates has been abandoned by the Company as a
result of Market conditions. With respect to the securities governed by
Registration Statement on Form S-4 (File No. 333-10029), we have been
informed that the Staff is of the view that the securities governed by such
registration statement are deemed to have been sold by the Company prior to
the filing of such registration statement and that such registration
statement need not have been filed.
Please contact Wilson Neely of this firm (212-455-7063) if you
have any questions regarding the foregoing.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
cc: Ramzi Dabbagh
David Henning
Dan Dye
