[Letterhead of Red Man Pipe and Supply Company Appears Here]
October 1, 1998
Securities and Exchange Commission
Department of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Patrick D. Grosso
Re: Red Man Pipe & Supply Co.
Registration Statement on Form S-1 (File No. 333-43205)
Application for Withdrawal of Registration Statement.
_______________________________________________________
Ladies and Gentlemen:
Red Man Pipe & Supply Co. ("Red Man"), an Oklahoma
corporation, hereby files this Application for Withdrawal of
Registration Statement (this "Application") with respect to its
Registration Statement on Form S-1 (File No. 333-43205) (the
"Registration Statement"), which was originally filed with the
Securities and Exchange Commission (the "Commission") on
December 24, 1997. The Registration Statement has not yet been
declared effective by the Commission.
The Registration Statement relates to the registration of
shares of common stock to be issued in connection with Red Man's
proposed initial pubic offering. Red Man is filing this
Application because it no longer intends to publicly offer the
shares of common stock covered by the Registration Statement. Red
Man has not sold any securities covered by the Registration
Statement. In light of the foregoing, Red Man hereby requests the
Commission to consent to such withdrawal pursuant to Rule 477(b)
under the Securities Act of 1933 and to issue an order granting
such withdrawal pursuant to Rule 477(c) under the Securities Act.
If you should have any questions or need anything further,
please contact the undersigned at your earliest convenience at
(918)250-8541. Pursuant to the Rules and Regulations promulgated
under the Securities Act, Red Man has caused this Application to be
signed on its behalf by the undersigned duly authorized officer.
RED MAN PIPE & SUPPLY CO.
By: /s/ L. Craig Ketchum
________________________________
L. Craig Ketchum, President
cc: C. Raymond Patton, Jr.
