Golfsmith
International, Inc.
Golfsmith International Holdings, Inc.
11000 N. IH-35
Austin, Texas 78753
Tel: (512) 837-8810
March 14, 2006
VIA EDGAR AND OVERNIGHT DELIVERY
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
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Attn:
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Filing Desk |
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Re:
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Golfsmith International, Inc.
Registration Statement on Form S-1 (File No. 333-117210); Golfsmith International Holdings, Inc. Registration Statement on Form S-1 (File No. 333-117210-01) |
Ladies and Gentleman:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the Act), Golfsmith
International, Inc. and Golfsmith International Holdings, Inc.
(together, the Companies) hereby request the withdrawal of
the above-referenced registration
statement on Form S-1 filed by the Companies with the Securities and Exchange Commission (the
Commission) on July 7, 2004, as amended by Amendment No. 1 filed with the Commission by the
Companies on September 30, 2004, and all exhibits filed thereto (collectively, the Registration
Statement). The Companies request the withdrawal of the
Registration Statement because they have
determined at this time not to proceed with the registration and sale of the securities covered by
the Registration Statement. No securities have been sold pursuant to the Registration Statement.
The
Companies request that the Commission consent to this application on the grounds that the
withdrawal of the Registration Statement is consistent with the public interest and the protection
of investors, as contemplated by paragraph (a) of Rule 477.
The
Companies request in accordance with Rule 457(p) under the Act that the filing fee of $919
paid to the Commission in connection with the filing of the Registration Statement be credited to
the Companies account for future use.
If you have any questions regarding this application for withdrawal, please do not hesitate to
contact Mark Mandel at (212) 819-8546 or Colin Diamond at (212) 819-8754 of White & Case LLP.
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Sincerely,
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
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By: |
/s/ Virginia Bunte
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Name: |
Virginia Bunte |
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Title: |
Senior Vice President, Chief Financial Officer and
Treasurer |
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GOLFSMITH INTERNATIONAL INC.
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By: |
/s/ Virginia Bunte
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Name: |
Virginia Bunte |
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Title: |
Vice President, Chief Financial Officer and
Treasurer |
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