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[MANATT PHELPS & PHILLIPS, LLP LETTERHEAD]
Allen Z. Sussman
Direct Dial: (310) 312-4254
December 27, 1996
VIA EDGAR
File No. 11836-031
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Registration on Form 8-A of
Transcrypt International, Inc. (the "Company")
Pursuant to Section 12(g) of the Securities Exchange Act of 1934
(File No. 0-21681)
Dear Sir or Madame:
This is to request that the above-referenced Registration Statement on
Form 8-A be withdrawn prior to it becoming effective pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "1934 Act"). The withdrawal is
requested because the Company's recently filed Registration Statement on
Form S-1, File No. 333-14351, is not expected to become effective prior to the
date of automatic effectiveness of the Form 8-A, and the Company does not wish
to register its securities under the 1934 Act until its Form S-1 becomes
effective. The Company intends to file in the near future a new Registration
Statement on Form 8-A in connection with its planned public offering.
If you have any questions, please contact the undersigned at
(310) 312-4254.
Sincerely,
/s/ Allen Z. Sussman
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Allen Z. Sussman
Manatt, Phelps & Phillips, LLP
cc: Nasdaq National Market
