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ScanSource, Inc.
6 Logue Court, Suite G
Greenville, South Carolina 29615
March 24, 1997
VIA EDGAR TRANSMISSION AND FACSIMILE
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United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn: Ms. Julie Brimmer and Filing Desk
RE: Registration Statement on Form S-1 (File No. 333-20231) filed
January 23, 1997, as amended by Amendment No. 1 to Form S-1 filed
February 12, 1997 and Amendment No. 2 to Form S-1 filed
February 28, 1997; Declared Effective on March 17, 1997
Ladies and Gentlemen:
The Registrant has determined that, under current market conditions, it
would be in the Registrant's best interest to withdraw the above-described
Registration Statement relating to its proposed offering of 2,000,000 shares
(2,300,000 shares if the underwriters' over-allotment option were fully
exercised) of common stock.
Accordingly, the Registrant hereby requests the Commission's order
granting withdrawal of such Registration Statement pursuant to Rule 477, with
such order to be dated the date hereof or soon as practicable hereafter. This
request for withdrawal is executed pursuant to Rule 478(c).
Very truly yours,
SCANSOURCE, INC.
By: /s/ JEFFERY A. BRYSON
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Jeffery A. Bryson
Chief Financial Officer and Agent for
Service of Process Named in the
Registration Statement
