ZYTEC CORP /MN/, RW, 1996-09-25

ZYTEC CORP /MN/
RW, 1996-09-25
ELECTRONIC COMPONENTS, NEC

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                               ZYTEC CORPORATION
                            7575 Market Place Drive
                         Eden Prairie, Minnesota 55344


                               September 25, 1996



Mr. Hugh Fuller
U.S. Securities and Exchange Commission
Mail Stop 3-10
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  ZYTEC CORPORATION
     Registration Statement on Form S-3
     File No. 333-5515

Dear Mr. Fuller:

Reference is hereby made to the above-referenced Registration Statement, as
amended, which has been filed by Zytec Corporation (the "Company") but has not
yet become effective.

Pursuant to Rule 477 under the Securities Act of 1933, as amended, application
is hereby made by the Company to withdraw the Registration Statement. The
Company, in consultation with the Representatives of the Underwriters for the
proposed offering, has determined that, in view of current market conditions, it
is inadvisable to proceed with the registration and sale of its common stock at
this time. Therefore, the Company desires to withdraw the Registration
Statement. No shares have been offered or sold pursuant to the Registration
Statement.

Thank you for your consideration of this matter.

Very truly yours,

ZYTEC CORPORATION


By  /s/ John B. Rogers
John B. Rogers