[GRAPHIC-LETTERHEAD] SIRCO 24 RICHMOND HILL AVENUE INTERNATIONAL CORP. STAMFORD, CT 06901-3601 TEL: 203-359-4100 FAX: 203-359-4115 May 23, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Application for Withdrawal of Sirco International Corp. Registration Statement on Form S-3 (SEC File No. 333-00481) Dear Sir or Madam: The undersigned Registrant, Sirco International Corp. (the "Company"), pursuant to Rule 477 of the Rules and Regulations under the Securities Act of 1933, hereby requests that the Commission consent to the withdrawal of its Registration Statement on Form S-3 (SEC File No. 333-00481), relating to 100,000 shares of Common Stock, $.10 par value (the "Shares"), of the Company. The Registration Statement was filed on January 26, 1996. The Registration Statement has not become effective and none of the Shares proposed to be registered thereunder have been sold pursuant thereto. All of the Shares were to be offered for the account of Joel Dupre, a director, Chairman of the Board and Chief Executive Officer of the Company (the "Selling Shareholder"). The Selling Shareholder has decided that current market conditions make it inadvisable for him to proceed with the offer and sale of the Shares. Accordingly, the Registrant believes that withdrawal of the Registration Statement would be consistent with the provisions of Rule 477. This request has been signed by a duly authorized officer of the Registrant pursuant to the powers conferred upon him by Rule 478 of the Rules and Regulations under the Securities Act of 1933. SIRCO INTERNATIONAL CORP. By: /s/Paul Riss ------------ Paul Riss Chief Financial Officer cc: Eric M. Hellige, Esq.