[GRAPHIC-LETTERHEAD]
SIRCO 24 RICHMOND HILL AVENUE
INTERNATIONAL CORP. STAMFORD, CT 06901-3601
TEL: 203-359-4100
FAX: 203-359-4115
May 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of Sirco International Corp.
Registration Statement on Form S-3
(SEC File No. 333-00481)
Dear Sir or Madam:
The undersigned Registrant, Sirco International Corp. (the "Company"),
pursuant to Rule 477 of the Rules and Regulations under the Securities Act of
1933, hereby requests that the Commission consent to the withdrawal of its
Registration Statement on Form S-3 (SEC File No. 333-00481), relating to 100,000
shares of Common Stock, $.10 par value (the "Shares"), of the Company.
The Registration Statement was filed on January 26, 1996. The
Registration Statement has not become effective and none of the Shares proposed
to be registered thereunder have been sold pursuant thereto.
All of the Shares were to be offered for the account of Joel Dupre, a
director, Chairman of the Board and Chief Executive Officer of the Company (the
"Selling Shareholder"). The Selling Shareholder has decided that current market
conditions make it inadvisable for him to proceed with the offer and sale of the
Shares. Accordingly, the Registrant believes that withdrawal of the Registration
Statement would be consistent with the provisions of Rule 477.
This request has been signed by a duly authorized officer of the
Registrant pursuant to the powers conferred upon him by Rule 478 of the Rules
and Regulations under the Securities Act of 1933.
SIRCO INTERNATIONAL CORP.
By: /s/Paul Riss
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Paul Riss
Chief Financial Officer
cc: Eric M. Hellige, Esq.
