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[MICRODYNE LETTERHEAD]
December 6, 1995
U.S. Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Attn. Rebecca Bohland
Re: Microdyne Corporation
Form S-3
File No. 33-63737
Dear Ms. Bohland:
Microdyne Corporation (the "Company") requests that the registration
statement filed by it on Form S-3 on October 27, 1995 (File No. 33-63737) and
as amended on November 9 and 30, 1995, be withdrawn. The Company wishes to
withdraw the registration statement because the Company believes, due to recent
changes in market conditions, that its stock is currently undervalued, as a
result of which it is not willing to proceed with the offering contemplated by
the registration statement. Please be advised that no securities have been
sold by the Company or selling stockholders pursuant to the regisration
statement being withdrawn.
Sincerely,
/s/ WILLIAM MARSHALL ELLISON, II
--------------------------------
William Marshall Ellison, II
Controller and Assistant Treasurer
