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Insync Systems, Inc.
1463 Centre Pointe Drive
Milpitas, CA 95035
February 3, 1998
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: INSYNC SYSTEMS, INC. (the "Company")
WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-36979)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, we are
hereby applying for the withdrawal of the above referenced registration
statement from your review. The Company has elected not to proceed with the
offering related to the above referenced registration statement due to general
market conditions and a determination by the Company that it would not be in the
Company's best interest to proceed at this time. No offers or sales of the
Company's Common Stock were made pursuant to the above referenced registration
statement. We have applied for the withdrawal of the Registration Statement on
Form 8-A via a separate letter.
If you have any questions or comments, please call Julia Schwartzman at
(650) 493-9300 or the undersigned at (408) 934-3100.
Very truly yours,
/s/ Terence J. Griffin,
Terence J. Griffin,
Chief Financial Officer
cc: Judith P. Badua, Nasdaq Stock Market
Mariana Prieto, Securities and Exchange Commission
