Glasgal Communications, Inc.
20C Commerce Way
Totowa, New Jersey 07512
January 5, 1998
VIA ELECTRONIC FILING
James M. Daly
Elliot Staffin
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3-5
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Glasgal Communications, Inc.
Registration Statement on Form S-1 filed on
November 12, 1997 File No. 333-39985
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Dear Messrs. Daly and Staffin:
Pursuant to Rule 477 of Regulation C of the Securities Act of
1933, as amended (the "Act"), Glasgal Communications, Inc. (the "Registrant")
hereby respectfully makes application to the Securities and Exchange Commission
(the "Commission") for withdrawal of the above referenced Registration
Statement, with such application to be approved effective as of the date hereof
or at the earliest practical date thereafter. The Registration Statement (the
"Registration Statement") was filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR") on November 12, 1997.
The Registration Statement was filed in connection with a
proposed public offering of the Registrant's Common Stock. The reason for the
request to withdraw the Registration Statement is that due to current market
conditions, the offering has been postponed indefinitely. Management of the
Registration believes that, since the purpose for which the Registration
Statement was originally filed has been eliminated, withdrawal of the
Registration Statement is appropriate. The Registrant confirms that no
securities have been issued or sold pursuant to the Registration Statement. The
filing fee for the Registration Statement was wire transferred to the Commission
at the time of the initial filing and the Registrant understands that such fees
will not be returned to it.
<PAGE>
Please feel free to call the undersigned (201-890-4800) or
Robert H. Friedman (212-753-7200) or Jeffrey S. Spindler (212- 753-7200) of
Olshan Grundman Frome & Rosenzweig LLP, counsel to the Registrant, if you have
any questions or comments.
Sincerely,
/s/ James M. Caci
-----------------------------
James M. Caci
Chief Financial Officer
cc: Robert H. Friedman, Esq.
Jeffrey S. Spindler, Esq.
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