[SHOOK, HARDY & BACON L.L.P. LETTERHEAD] March 2, 2001 CERTIFIED MAIL RETURN RECEIPT REQUESTED Russell Mancuso Special Counsel Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 0306 450 Fifth Street, N.W. Washington D.C. 20549 Re: REGISTRATION STATEMENT ON FORM S-3 FILE NO.: 333-70563 Dear Mr. Mancuso: Your letter of February 20, 2001, made reference to the above registration statement filed on January 14, 1999 (the "Registration Statement"). Pursuant to Rule 477 under the Securities Act of 1933, as amended, Torotel Inc., ("Torotel") hereby requests that the Registration Statement be withdrawn effective immediately. The Torotel Settlement Fund holds a warrant which grants it the right to purchase the shares purported to be registered by the Registration Statement. As the warrant is exercisable at a price substantially in excess of the market value of the shares, the selling shareholder is no longer interested in exercising the warrant nor selling the shares. No securities purported to be registered under the Registration Statement have been sold. Should you have any questions regarding this application, please do not hesitate to contact me at (816) 329-6117. Cordially, /s/ Victoria R. Westerhaus Victoria R. Westerhaus on behalf of Torotel, Inc. cc: Torotel, Inc. Mr. H. James Serrone Vice-President Finance and Chief Executive Officer 13402 South 71 Highway Grandview, MO 64030