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[LETTERHEAD OF ANDREWS & KURTH L.L.P]
October 29, 1997
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: U.S. Timberlands Company, L.P. (CIK No. 0001043012)
Registration Statement on Form 8-A
Ladies and Gentlemen:
Due to recent modifications to Form 8-A by the Securities and Exchange
Commission, on behalf of U.S. Timberlands Company, L.P. (the "Company"), we
would like to withdraw the Registration Statement on Form 8-A relating to the
registration under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of the common units representing limited partner interests in
the Company ("Common Units") that was filed on October 23, 1997. In its place,
we enclose herewith for filing under the Exchange Act a revised Registration
Statement on Form 8-A (the "Registration Statement") relating to the
registration under the Exchange Act of the Common Units. One conformed copy of
the enclosed Registration Statement is concurrently being delivered to The
Nasdaq Stock Market, Inc.
The Company has previously filed with the Securities and Exchange
Commission a Registration Statement on Form S-1 (No. 333-32811) as amended,
relating to the initial public offering of Common Units. The Company hereby
requests that acceleration of the effectiveness of this Registration Statement
on Form 8-A occur simultaneously with the acceleration of the effectiveness of
the Company's Registration Statement on Form S-1.
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Securities and Exchange Commission
October 29, 1997
Page 2
If you should have any questions or comments regarding the enclosed
Registration Statement, please call the undersigned at (212) 850-2838.
Sincerely,
L. Clair Fitzgerald
Enclosures
cc: H. Christopher Owings
Jennifer R. Hardy
Securities and Exchange Commission
Timothy J. Malinowski
The Nasdaq Stock Market, Inc.
John M. Rudey
U.S. Timberlands
John J. Stephens
U.S. Timberlands
Joshua Davidson
Baker & Botts, L.L.P.
Jonathan P. Cramer
Andrews & Kurth L.L.P.
