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[KIRKLAND & ELLIS LETTERHEAD]
October 13, 1997
Andrew E. Nagel
To Call Writer Direct:
212 446-4973
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: White Cap Holdings, Inc. Registration Statement on Form 8-A
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form 8-A (the "Form
8-A") filed on behalf of White Cap Holdings, Inc., a Delaware corporation (the
"Company"), on August 15, 1997. We have been advised by the staff of the
Commission that the Form 8-A will become effective automatically 60 days after
filing even if the Company's Registration Statement on Form S-1 (the "Form
S-1") is not yet effective. Accordingly, we hereby request that the Form 8-A be
withdrawn. We anticipate that we will refile the Form 8-A at a later date,
together with a request to accelerate effectiveness to the date the Form S-1
becomes effective.
Should you have any questions regarding this matter please feel free to
contact the undersigned at the above number.
Very truly yours,
/s/ Andrew E. Nagel
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Andrew E. Nagel
