May 22, 1997
Darren DeStefano, Attorney-Advisor
Securities and Exchange Commission
Division of Corporate Finance
Stop 7-7
Washington, D.C. 20549
Re: Kids Stuff, Inc. (the "Company")
Form 8-A Registration Statement
File No. 000-22357
Dear Mr. DeStefano:
On April 8, 1997, the company filed a Registration Statement on Form
8-A with respect to securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934. The Company has pending a 1933 Act
registration on Form SB-2, registration No. 333-19423.
Upon the filing of its Form 8-A Registration Statement, the Company
requested an acceleration of its Form 8-A Registration Statement to become
effective simultaneously with the effectiveness of its concurrent 1933 Act
Registration Statement. At that time, the Company anticipated the completion of
its public offering by April 30, 1997. Because of underwriting related
compensation issues raised by the NASD the Company's public offering has been
temporarily delayed.
<PAGE>
Darren DeStefano, Attorney-Advisor
May 22, 1997
Page 2
Accordingly, the Company hereby withdraws its Form 8-A registration,
without prejudice to re-file at some appropriate time in the near future.
Very truly yours,
/S/ Michael T. Greif
---------------------------
Michael T. Greif
Counsel for Kids Stuff, Inc.
cc: Steven F. Wasserman, Esq.
Counsel for VTR Capital, Inc.
William L. Miller, Chief Executive Officer,
Kids Stuff, Inc.
