October 22, 2008
VIA EDGAR AND TELECOPIER (202-772-9367) | |
Securities and Exchange Commission | |
100 F. Street, N.E. | |
Washington, DC 20549 | |
Attention: Gabriel Eckstein |
RE: | Graybar Electric Company, Inc. and Voting Trustees | |
under Voting Trust Agreement | ||
Registration Statement on Form S-1 | ||
(Registration No. 333-153266) |
Gentlemen: |
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as | ||
amended, Graybar Electric Company, Inc. and the Voting Trustees under the Voting | ||
Trust Agreement, dated as of March 16, 2007, relating to Common Stock issued by | ||
Graybar Electric Company, Inc. hereby request acceleration of the effective date of the | ||
above-captioned Registration Statement so that it may become effective at 4:00 p.m. on | ||
October 22, 2008, or as soon thereafter as practicable. For clarification, this request is | ||
intended to replace the request for acceleration that was filed with the Commission on | ||
October 17, 2008, at the Staff’s request. |
In addition, the Company and the Voting Trustees hereby acknowledge that: | |||
· | should the Commission or the staff, acting pursuant to delegated | ||
authority, declare the Registration Statement effective, it does not | |||
foreclose the Commission from taking any action with respect to the | |||
filing, | |||
· | the action of the Commission or the staff, acting pursuant to delegated | ||
authority, in declaring the Registration Statement effective, does not | |||
relieve the Company or the Voting Trustees from their full responsibility | |||
for the adequacy and accuracy of the disclosure in the filing, and |
· | the Company and the Voting Trustees may not assert staff comments |
and the declaration of effectiveness as a defense in any proceeding | |
initiated by the Commission or any person under the federal securities | |
laws of the United States. |
Please call James R. Levey at (314) 259-2296, if you have any questions | ||
or comments. Thanks for your continued assistance. |
Sincerely, | |||
GRAYBAR ELECTRIC COMPANY, INC. | |||
By: | /s/M. W. Geekie | ||
M. W. Geekie, Senior Vice President, | |||
Secretary and General Counsel |
VOTING TRUSTEES | ||
/s/R. A. Reynolds, Jr. | ||
R. A. Reynolds, Jr. | ||
/s/D. E. DeSousa | ||
D. E. DeSousa | ||
/s/L. R. Giglio | ||
L. R. Giglio | ||
/s/T. S. Gurganous | ||
T. S. Gurganous | ||
/s/R. D. Offenbacher | ||
R. D. Offenbacher |