EBHI Holdings, Inc. – ‘RW’ on 1/25/06

On:  Wednesday, 1/25/06, at 5:23pm ET   ·   Accession #:  891020-6-21   ·   File #:  0-51676

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Registration Withdrawal Request
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 1: RW          Request for Withdrawl                                  2±     8K 

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EDDIE BAUER HOLDINGS, INC.
15010 NE 36th Street
Redmond, WA 98052 

                                                                January 25, 2006

Via EDGAR                                                                       

William Choi - Accounting Branch Chief                                          
Eloise Quarles - Special Counsel                                                
Division of Corporation Finance                                                 
Securities and Exchange Commission                                              
100 F Street, NE                                                                
Washington, D.C.  20549                                                         

Re: Eddie Bauer Holdings, Inc.
Registration Statement on Form 10 (File No. 000-51676)

Dear Mr. Choi and Ms. Quarles:                                                  

Eddie Bauer Holdings, Inc., a Delaware corporation, hereby respectfully requests
the withdrawal of its registration statement on Form 10 (File No. 000-51676), as
filed with the Securities and Exchange Commission on December 15, 2005.         

In the absence of this withdrawal request, the Form 10 would automatically      
become effective by lapse of time on February 13, 2006, which is 60 days after  
December 15, 2005, pursuant to Section 12(g)(1) of the Securities Exchange Act  
of 1934, as amended.  Our grounds for withdrawal relate to our expectation that 
we may need to restate our financial statements included in the Form 10.  We are
in the process of working with outside consultants to review these financial    
statements.  However, we do not expect this review process or the audit by our  
independent registered public accounting firm of our 2005 financial statements  
to be completed by February 15, 2006, which is the date under Rule 3-12(d) of   
Regulation S-X on which we would be required to include audited 2005 financial  
statements in our Form 10.  For these reasons, we respectfully request          
withdrawal of the Form 10.                                                      

We currently anticipate that we will refile with the Commission a new           
registration statement on Form 10 as soon as practicable after completion of the
review by our outside consultants and after completion of the audit of our 2005 
financial statements.  We understand our obligations under Section 12(g)(1) of  
the Exchange Act.                                                               

If you have any questions regarding this request, please do not hesitate to     
contact Shelley Milano, General Counsel, at (425) 755-6179.                     

                    Sincerely,

                            /s/ Fabian Mansson
                                        ------------------------------
                               Name:  Fabian Mansson
                              Title: President and
                                               Chief Executive Officer

cc:     Shelley Milano                                                          
Senior Vice President and General Counsel               
Abigail Arms                                                    
Shearman & Sterling LLP                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘RW’ Filing		Date		Other Filings
		2/15/06
		2/13/06
Filed on:		1/25/06
		12/15/05		10-12G
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