SA TELECOMMUNICATIONS, INC.
1600 PROMENADE CENTER
15TH FLOOR
RICHARDSON, TEXAS 75080
(972) 690-5888
October 31, 1997
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
RE: Request for Withdrawal
Ladies and Gentlemen:
Reference is made to the following Registration Statements
filed by SA Telecommunications, Inc. (the "Issuer") and declared
effective by the Securities and Exchange Commission (the
"Commission") on the dates indicated:
Registration Statement
--------------------------
Form Type Reg. No. Effective Date
--------- ------------ -----------------
S-3 33-64271 January 3, 1996
S-2 333-17547 February 11, 1997
Application is hereby made by the Issuer to the Commission
to withdraw the Registration Statements, together with the
exhibits and amendments thereto, pursuant to Rule 477 promulgated
under the Securities Act of 1933, as amended, (the "Act") and to
deregister the unsold securities identified thereon. The
Registration Statements relate to shares of the Issuer's Common
Stock and 10% Convertible Notes due 2006 which are being offered
on a continuous basis pursuant to Rule 415 under the Act by
certain securityholders of the Issuer.
This Request for Withdrawal has been occasioned by, among
other things, the Issuer's recent conclusion after discussions
with the Commission that it no longer meets the eligibility
requirements for use of Forms S-2 and S-3.
<PAGE>
Please forward a copy of the Order Withdrawing the
Registration Statements to the undersigned via facsimile at (972)
889-1543. To the extent you have any questions concerning this
application, do not hesitate to contact the undersigned at (972)
301-6453 or J. David Washburn at (214) 761-4309.
Very truly yours,
/s/ LYNN H. JOHNSON
Lynn H. Johnson
Senior Vice President-Legal and
General Counsel
cc: J. David Washburn, Esq.
Arter & Hadden
