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[LETTERHEAD OF MIZAR, INC.]
(972) 277-4600
March 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Securities Act Filing Desk
Re: Mizar, Inc.
Registration Statement on Form S-4 (File No. 333-42223)
Ladies and Gentlemen:
On behalf of Mizar, Inc. (the "Company"), I hereby request that the
Company's Registration Statement on Form S-4 (File No. 333-42223), originally
filed on December 15, 1997, (as amended, the "Registration Statement"), be
withdrawn. The Registration Statement was filed in connection with the issuance
of shares of common stock of Mizar pursuant to its acquisition of the capital
stock of a foreign private company from shareholders residing outside of the
United States, and it also included the proxy statement for Mizar's annual
meeting. Although Mizar still intends to consummate the subject transaction,
Mizar has decided to issue such common stock using an applicable exemption under
Regulation S of the Securities Act of 1933, as amended (the "Securities Act"),
rather than pursuing registration of such securities under the Securities Act at
this time. Mizar intends to file new proxy materials as soon as practicable.
No shares of Mizar's common stock were sold using the Registration
Statement or the proxy statement/prospectus contained therein.
Please call me if you have any questions or if I may be of any further
assistance.
Sincerely,
/s/ CHARLES D. BROCKENBUSH
Charles D. Brockenbush
Vice President - Finance
cc: Bruce H. Hallett, Esq.
Mark Shuman (Mail Stop 4-6)
Charles Lynch (Mail Stop 4-6)
