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PACER INTERNATIONAL, INC.
3746 Mt. Diablo Boulevard
Suite 110
Lafayette, California 94549
August 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Pacer International, Inc.
Registration Statement on Form S-1
File No. 333-53983
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Pacer
International, Inc. (the "Company") hereby respectfully requests the withdrawal
of its Registration Statement on Form S-1 (File No. 333-53983) (the
"Registration Statement"), effective immediately. The Registration Statement is
being withdrawn due to adverse market conditions affecting the Company's
proposed offering. We hereby advise you that none of the securities covered by
the Registration Statement have been sold.
Very truly yours,
PACER INTERNATIONAL, INC.
/s/ Donald C. Orris
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Donald C. Orris
President and
Chief Executive Officer
