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RAINFOREST CAFE, INC.
720 SOUTH FIFTH STREET
HOPKINS, MN 55343
January 7, 1998
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Rainforest Cafe, Inc. (the "Company")
Form S-3, filed December 3, 1997
File No. 333-41421
Ladies and Gentlemen:
The Company filed with the Commission on December 3, 1997 the subject
Registration Statement relating to the proposed offering and sale of up to
$115,000,000 principal amount of Convertible Subordinated Notes due 2003 (the
"Securities").
Based upon market conditions, the Company no longer plans to proceed with
such offering. Accordingly, pursuant to Rule 477 of the Securities Act of
1933, as amended, the Company respectfully requests the withdrawal of the
subject Registration Statement. No Securities have been offered or sold
pursuant to the subject Registration Statement.
Sincerely,
RAINFOREST CAFE, INC.
/s/ Kenneth W. Brimmer
---------------------------
By: Kenneth W. Brimmer, President
cc: Anita E. Karu, Esq.
