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NCI BUILDING SYSTEMS, INC.
7301 FAIRVIEW
HOUSTON, TEXAS 77041
TELEPHONE: 713-466-7788
October 2, 1998
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Application for Withdrawal of Form S-3 Registration Statement
No. 333-60829 (together with all amendments thereof and exhibits
thereto, the "Registration Statement") filed by NCI Building
Systems, Inc. ("NCI")
Ladies and Gentlemen:
NCI originally filed the Registration Statement with the Commission on
August 6, 1998. NCI and its underwriters have determined at this time not to
pursue the public offering of equity securities pursuant to the Registration
Statement based upon changed circumstances regarding the securities markets.
NCI represents to the Commission that no securities have been sold under the
Registration Statement.
Based upon the foregoing and pursuant to Rule 477 under the Securities
Act of 1933, NCI hereby applies to the Commission for withdrawal of the
Registration Statement, effective immediately.
Please advise our securities counsel, Randall G. Ray (214-999-4544) or
Margaret E. Bond (214-999-4394) of any questions.
Sincerely,
NCI BUILDING SYSTEMS, INC.
By: /s/ Robert J. Medlock
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Robert J. Medlock
Vice President, Chief Financial
Officer and Treasurer
cc: Nicholas P. Panos, Esq.
Mr. Donald C. Cavern
SEC, Mail Stop 4-4
