KAR Auction Services, Inc.
13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032
June 8, 2011
BY EDGAR
H. Christopher Owings
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-4561
| Re: | Request by KAR Auction Services, Inc. for Withdrawal of |
| Registration Statement on Form S-3 |
| Filed February 24, 2011 |
| File No. 333-172425 |
Dear Mr. Owings:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), KAR Auction Services, Inc. (the “Registrant”) hereby requests the immediate withdrawal of its Registration Statement on Form S-3 (File No. 333-172425), together with all exhibits thereto (collectively, the “Registration Statement”). The Registration Statement was filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2011. No securities have been sold pursuant to the Registration Statement.
The Registrant is requesting the withdrawal because it is no longer required to keep a market-making shelf registration statement effective pursuant to a registration rights agreement to which it is a party.
If you have any questions regarding this matter, please contact Gregory A. Fernicola of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrant’s securities counsel, at (212) 735-2918. Thank you for your attention to this matter.
Sincerely,
KAR AUCTION SERVICES, INC.
/s/ Rebecca C. Polak
Rebecca C. Polak
Executive Vice President, General Counsel and
Secretary