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[Dean & DeLuca, Inc. Letterhead]
January 10, 2001
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attn.: Ms. Anita Karu, Stop 0308, Room 3402
Re: Dean & DeLuca, Inc. Registration Statement on
Form S-1 (Registration No. 333-36648)
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Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, Dean & DeLuca, Inc.
(the "Company") hereby respectfully requests that the Securities and Exchange
Commission consent to the withdrawal of the Company's Registration Statement on
Form S-1 (Registration No. 333- 36648), originally filed on May 10, 2000,
together with all exhibits thereto (the "Registration Statement"). The offering
contemplated by this Registration Statement has been terminated due to
unfavorable market conditions. In addition, please be advised that the Company
has not printed or circulated preliminary prospectuses nor issued or sold any of
its securities under this registration.
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
above-captioned Registration Statement in the following manner: "Withdrawn upon
the request of the Registrant, the Commission consenting thereto."
Please address any questions to the attention of Dane J. Neller at
(212) 226-6800.
Respectfully,
/s/ Dane J. Neller
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Dane J. Neller
cc: Denis A. Dufresne, Esq. (Kaye, Scholer, Fierman, Hays & Handler, LLP)
Matthew Herman, Esq. (Brobeck, Phleger & Harrison, LLP)
