[Shearman & Sterling Letterhead]
(212) 848-8719
May 26, 1998
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
File No. 333-42229
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Dear Sirs:
Reference is made to the Registration Statement on Form S-4
filed by Kollmorgen Corporation ("Kollmorgen"), first filed with the Securities
and Exchange Commission on December 15, 1997 and subsequently amended (the
"Registration Statement"). Pursuant to Rule 477, Kollmorgen hereby withdraws the
Registration Statement.
Thank you for your assistance in this regard.
Sincerely,
Adrian E. Dollard
AD/rn