As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/20/07  Merrill Corp                      RW                     1:14K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal Request                     HTML     13K 

[Merrill Letterhead]

 

 

September 20, 2007

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

 

Re:                             Merrill Corporation
Registration Statement on Form S-1 (File No. 333-131813)
Application for Withdrawal Pursuant to Rule 477

 

Ladies and Gentlemen:

 

Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), Merrill Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1, File No. 333-131813, together with all exhibits and amendments thereto (collectively, the “Registration Statement”), as originally filed with the Commission on February 13, 2006.

 

The Company has determined, due to adverse market conditions, not to proceed with the registration and sale of its common stock as contemplated by the Registration Statement.  The Company confirms that the Registration Statement was not declared effective by the Commission, and no securities of the Company have been sold pursuant to the Registration Statement.

 

Upon grant of the Commission’s consent, please provide a facsimile copy of the written order consenting to the withdrawal of the Registration Statement to the undersigned, facsimile number (651) 632-4141, with a copy to the Company’s legal counsel, Oppenheimer Wolff & Donnelly LLP, attention: Amy E. Culbert, Plaza VII, Suite 3300, 45 South Seventh Street, Minneapolis, MN 55402-1609, facsimile number (612) 607-7100.

 

If you have any questions with respect to this matter, please contact Ms. Culbert at (612) 607-7287.

 

Sincerely,

 

 

MERRILL CORPORATION
By:	/s/ Steven J. Machov
	Steven J. Machov
	Executive Vice President, General Counsel and Secretary
cc:	John W. Castro, Chief Executive Officer, Merrill Corporation
	Bruce A. Machmeier, Esq., Oppenheimer Wolff & Donnelly LLP
	Amy E. Culbert, Esq., Oppenheimer Wolff & Donnelly LLP