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MCE COMPANIES, INC.
310 Dino Drive
Ann Arbor, Michigan 48103
(734.426.1230; fax 734.426.1510)
October 18, 2000
Via EDGAR and fax
Mr. Michael K. Ferraro
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0306
Re: MCE Companies, Inc.
Registration Statement on Form S-1 Registration No. 333-42360
Registration Statement on Form 8-A Registration No. 000-31569
Ladies and Gentlemen:
MCE Companies, Inc. (the "Company") hereby makes application to
withdraw its Registration Statements on Form S-1 (as amended), File Number
333-42360, and the Registration Statement on Form 8-A, File Number 000-31569
(together, the "Registration Statements") relating to its common stock, no par
value (the "Common Stock"), pursuant to Rule 477 of Regulation C of the
Securities Act of 1933, as amended, effective as of the date hereof or at the
earliest practical date. Due to current conditions in the securities markets,
the Company has decided to postpone the initial public offering of the Company's
Common Stock. No securities have been issued or sold under the Registration
Statements and all activity in pursuit of the public offering has been
discontinued. Accordingly, we request the Commission's consent to and acceptance
of the Company's withdrawal of its Registration Statements as soon as possible.
The Company further requests that, pursuant to Rule 477(c), an order
with the date of the granting of the withdrawal be included in the file for the
Registration Statements in the following manner: "Withdrawn upon the request of
the Registrant, the Commission consenting thereto." Upon the grant of the
Commission's consent to the requested withdrawal of the Registration Statements,
please return a dated copy of the order granting such withdrawal to the
undersigned by facsimile at (734) 426-1510.
If you have any questions regarding the foregoing, please call Mark E.
Derwent at (616) 776-7516 of Dykema Gossett PLLC.
Very truly yours,
MCE COMPANIES, INC.
/s/ John L. Smucker
John L. Smucker
President and Chief Executive Officer
cc: J. Michael Bernard, Dykema Gossett PLLC
Maria D. Stahl, Hale and Dorr LLP
