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[Wilson Sonsini Goodrich & Rosati Letterhead]
October 28, 1997
VIA EDGAR
Mr. J. Evan Calio
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Mail Stop 3-7
RE: LIVINGSTON ENTERPRISES, INC. (THE "COMPANY")
FORM S-1 REGISTRATION STATEMENT (FILE NO. 333-27335) (THE
"REGISTRATION STATEMENT")
Dear Mr. Calio:
On behalf of the Company and pursuant to Rule 477 promulgated under the
Securities Act of 1933, as amended (the "Act"), we hereby respectfully request
that the Securities and Exchange Commission ("Commission") grant an Order of
immediate withdrawal of the Registration Statement and all exhibits and
amendments thereto filed with the Commission under the Act. The Registration
Statement was originally filed with the Commission on May 16, 1997. No
securities have been sold under the Registration Statement.
The Company has entered into an Agreement and Plan of Reorganization, dated
as of October 14, 1997, with Lucent Technologies Inc. ("Lucent") and LaSalle
Acquisition, Inc., a wholly-owned subsidiary of Lucent. The Company is
requesting that the Commission withdraw the Registration Statement as a result
of the proposed merger ("Merger") and the filing of Lucent's Registration
Statement on Form S-4 (File No. 333-38569) with the Commission on October 24,
1997, with respect to the Common Stock of Lucent proposed to be issued pursuant
to the terms of the Merger. As a result of the proposed Merger, the Company
does not currently intend to proceed with a public offering of its Common Stock.
Accordingly, we hereby request an Order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible. Please
send a copy of the Order via facsimile to the attention of Gil Labrucherie at
(650) 493-6811 and send a copy via U.S. Mail to Gil Labrucherie, 650 Page Mill
Road, Palo Alto, California 94304-1050.
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J. Evan Calio, Examiner
October 28, 1997
Page 2
Please direct any comments or questions regarding the above matter to the
undersigned at (650) 493-9300 Ext. 4731.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Gil Labrucherie
Gil Labrucherie
Enclosures
cc: Mr. Jeffrey P. Reidler
Mr. Steven M. Willens
Mr. Steven A. Hess
Mr. Richard J. Godfrey
Ms. Jean Rankin
Mr. Irving J. Rotter
Mr. Steven E. Bochner
Mr. Nevan C. Elam
