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[International Home Foods, Inc. Letterhead]
October 27, 1998
Securities and Exchange Commission
Division of Corporate Finance
Attention: Ms. Jennifer Bowes
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Registration Statement on Form S-3 (File
No. 333-61501) of International Home Foods, Inc.
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933,
International Home Foods, Inc. (the "Company") requests the Commission's consent
to the withdrawal of the Company's Registration Statement on Form S-3, File No.
333-61501 (the "Registration Statement") and further requests that the
Commission enter an order granting such withdrawal. The proposed offering was
abandoned due to market conditions.
Upon the grant of the Commission's consent hereto, please return a
dated copy of the order granting such withdrawal to the undersigned, which order
shall state "Withdrawn upon the request of the registrant, the Commission
consenting thereto" and be placed in the file for the Registration Statement.
Please direct all inquiries to Mr. Andrew Wright (of Vinson & Elkins
L.L.P., counsel to the Company) at (214) 220-7988 or me at (973) 359-9920.
Sincerely,
INTERNATIONAL HOME FOODS, INC.
By: /s/ N. Michael Dion
N. Michael Dion
Chief Financial Officer
cc: A. Winston Oxley
Edward Sopher
