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MERISEL, INC.
200 Continental Boulevard
El Segundo, California 90245
telephone: 310-615-3080 fax: 310-615-1234
May 20, 1994
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Re: Merisel, Inc.
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Registration Statement on Form S-3
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File No. 33-52817
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Ladies and Gentlemen:
Pursuant to Rule 477(a) and (c) and Rule 478(c) of the Securities Act of
1933, as amended, Merisel, Inc. (the "Company") hereby requests the withdrawal
of the registration statement on Form S-3 and all exhibits thereto filed with
the Securities and Exchange Commission (the "Commission") on March 25, 1994
(File No. 33-52817), as amended by Amendment No. 1 filed with the Commission on
May 4, 1994 (as amended, the "Registration Statement"). Due to unfavorable
market conditions, the Company has decided to withdraw its proposed public
offering of its Common Stock.
The Company further requests:
1. That the Commission find that the withdrawal hereby requested is
consistent with the public interest and the protection of investors; and
2. That an order with the date of granting of this withdrawal be included
in the files of the Commission for the Registration Statement, stating
"Withdrawn upon the request of the registrant, the Commission consenting
thereto."
If you have any questions regarding this application for withdrawal, please
contact the undersigned at (310) 615-1259.
Very truly yours,
/s/ James L. Brill
James L. Brill
Senior Vice President-Finance,
Chief Financial Officer and Secretary
cc: National Association of Securities
Dealers, Inc.
