[PNY TECHNOLOGIES LETTERHEAD]


                                              December 12, 2001

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549

Re:  PNY Technologies, Inc.
     Withdrawal of Registration Statement on Form S-1
     File No. 333-44376

Ladies and Gentlemen:

         PNY Technologies, Inc. (the "Company") requests, pursuant to Rule 477
under the Securities Act of 1933, as amended (the "Securities Act"), the
withdrawal of its Registration Statement on Form S-1 (File No. 333-44376 filed
on August 23, 2000 and amended on October 5, 2000 and October 31, 2000 (the "S-1
Registration Statement"). The Company has elected not to proceed with the
offering due to unfavorable market conditions. There was no circulation of
preliminary prospectuses in connection with the proposed offering, the S-1
Registration Statement was not declared effective by the Securities and Exchange
Commission (the "Commission") and none of the Company's securities were sold
pursuant to the S-1 Registration Statement.

         Pursuant to Rule 477(c), the Company hereby advises the Commission that
the Company may undertake a subsequent private offering in reliance on Rule
155(c) under the Securities Act.

         If you have any questions, please call Arnold Peinado III or Harry
Sherman of Milbank, Tweed, Hadley & McCloy LLP at 212-530-5431.

                                           Sincerely,

                                           PNY TECHNOLOGIES, INC.

                                           By:  /s/ Gadi Cohen
                                                ------------------------------
                                           Title:  President and
                                                   Chief Executive Officer