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TRAINING DEVICES INTERNATIONAL, INC.
August 4, 2000
VIA MAIL AND EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Robert Bartelmes
RE: REGISTRATION STATEMENT ON FORM SB-2, FILE NUMBER 333-85479
REQUEST FOR WITHDRAWAL
Ladies and Gentlemen:
Training Devices International, Inc. (the "Company") hereby makes
application to withdraw its Registration Statement on Form SB-2, File Number
333-85479, as amended (the "Registration Statement"), relating to 1,500,000
shares of its common stock, no par value per share (the "Common Stock"),
pursuant to Rule 477 under the Securities Act of 1933, as amended. Market
conditions resulted in an indefinite postponement by the proposed underwriter of
the proposed public offering of the Common Stock, and the Company decided in the
best interests of stockholders to abandon the public offering. No securities
have been sold under the Registration Statement, and all activity in pursuit of
the public offering was discontinued earlier.
Accordingly, the Company requests an order granting the withdrawal of the
Registration Statement be issued by the Securities and Exchange Commission as
soon as possible.
Should you have any questions regarding this matter, please call our
counsel, Mark R. Levy of Holland & Hart LLP, at (303) 295-8300.
Very truly yours,
TRAINING DEVICES INTERNATIONAL, INC.
By:
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Bruce S. Betschart
President
