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PACER INTERNATIONAL, INC.
3746 Mt. Diablo Boulevard
Suite 110
Lafayette, California 94549
August 12, 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being withdrawn due to adverse market conditions affecting the Company's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.
Very truly yours,
PACER INTERNATIONAL, INC.
/s/ Donald C. Orris
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Donald C. Orris
President and
Chief Executive Officer
