VIA
EDGAR
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.A.
Washington,
D.C. 20549
RE: Request
for Withdrawal of Registration Statement on Form S-1
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Act”), Integrated Electrical Services, Inc., a Delaware corporation (the
“Company”), hereby respectfully requests that the Securities and Exchange
Commission (the “Commission”) consent to the withdrawal of the Registration
Statement on Form S-1 (SEC File No. 333-125168) filed by the Company on May 23,
2005 (together with all amendments and exhibits thereto, the “Registration
Statement”).
The
Registration Statement was originally filed to register up to an aggregate
15,384,615 shares of the Company’s common stock, par value $0.01 per share, for
resale by selling stockholders upon conversion or repurchase of the Company’s
6.5% senior convertible notes due 2014 (the “Convertible Notes”). The
Company is seeking withdrawal of the Registration Statement because the
Convertible Notes were repaid in full by the Company on May 12,
2006. The Company confirms that no securities have been or will be
distributed, issued or sold pursuant to the Registration Statement or the
prospectus contained therein.
Accordingly,
the Company hereby respectfully requests that an order granting the withdrawal
of the Registration Statement be issued by the Commission as soon as reasonably
possible.
Please
forward copies of the order consenting to the withdrawal of the Registration
Statement to the undersigned via facsimile at (713) 860-1578 and via mail at
1800 West Loop South, Suite 500, Houston, Texas 77027, with a copy to G. Michael
O’Leary of Andrews Kurth LLP, via facsimile at (713) 238-7130.
If you
have any questions or require further information regarding this application for
withdrawal, please do not hesitate to contact G. Michael O’Leary at (713)
220-4307.
Sincerely,
INTEGRATED
ELECTRICAL SERVICES, INC.
William
L. Fiedler
Senior
Vice President and General Counsel
