NINE WEST GROUP INC.
July 22, 1998
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: H. Christopher Owings
Assistant Director, Division of Corporation Finance
Re: Nine West Group Inc.
Registration Statement on Form S-3 (File No. 333-2656)
Dear Mr. Owings:
Pursuant to Rule 477 of the Rules and Regulations under the Securities Act
of 1933, as amended (the "Act"), Nine West Group Inc. (the "Company") hereby
requests that the above-referenced registration statement (the "Registration
Statement") registering 108,060 shares of the Company's Common Stock, par value
$.01 per share (the "Shares"), be withdrawn and that the Securities and Exchange
Commission (the "Commission") consent to such withdrawal. The Company filed the
Registration Statement to fulfill a contractual obligation, which required the
Company to maintain the effectiveness of the Registration Statement for a period
of two years following the effective date. The two-year period expired on April
1, 1998. The Shares registered pursuant to the Registration Statement are held
by two selling stockholders (the "Selling Stockholders") who acquired the Shares
in January 1995. Neither of the Selling Stockholders is or has been an
affiliate of the Company. The Shares which have not previously been sold under
the Registration Statement are now eligible for resale without restriction
pursuant to Rule 144(k) under the Act and, accordingly, the continued
effectiveness of the Registration Statement is unnecessary for the holders of
the Shares to effect sales of the Shares from time to time in the future. For
this reason, the Company believes that the withdrawal of the Registration
Statement is consistent with the public interest and the protection of
investors.
Written notice that the withdrawal requested herein has been consented to
by the Commission should be sent to the undersigned, with a copy to Laura Palma,
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, NY 10017.
Securities and Exchange Commission
July 22, 1998
Page 2
If you have any questions regarding this matter, please contact Beth Barban
Hedberg, Vice President and Deputy General Counsel of the Company at (914) 640-
2421.
Very truly yours,
/s/ Robert C. Galvin
Robert C. Galvin
Executive Vice President, Chief Financial
Officer and Treasurer
cc: Laura Palma, Esq.
