Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
August 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-3 of Golden
Books Family Entertainment, Inc. (the "Registrant") filed on August 20, 1997
(file no. 333-34051), the following language is hereby considered to be added
to the Registration Statement on the outside front cover:
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
Please contact me at (212) 756-2524 or Bernhardt Nadell of this
firm at (212) 756-2188 with any questions pertaining to this matter. Thank
you for your attention.
Sincerely yours,
/s/Michael Littenberg
Michael Littenberg
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