Insync Systems, Inc. 1463 Centre Pointe Drive Milpitas, CA 95035 February 3, 1998 VIA EDGAR - --------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-1004 RE: INSYNC SYSTEMS, INC. (the "Company") WITHDRAWAL OF REGISTRATION STATEMENT ON FORM 8-A ------------------------------------------------ Dear Ladies and Gentlemen: On October 1, 1997, we submitted for filing, (i) a Registration Statement on Form S-1 (file number 333-36979) (the "S-1 Registration Statement") and (ii) a Registration Statement on Form 8-A (the "8-A Registration Statement"). At the time of filing the 8-A Registration Statement, we requested that the 8-A Registration Statement become effective concurrently with the S-1 Registration Statement. However, the Company has elected to not proceed with the public offering relating to the S-1 Registration Statement at this time. Therefore, we hereby request that the 8-A Registration Statement be withdrawn from your files and that the 8-A Registration Statement not become effective. We have applied for the withdrawal of the S-1 Registration Statement via a separate letter. If you have any questions or comments, please call Julia Schwartzman at (650) 493-9300 or the undersigned at (408) 934-3100. Very truly yours, /s/ Terence J. Griffin, Terence J. Griffin, Chief Financial Officer cc: Judith P. Badua, Nasdaq Stock Market Mariana Prieto, Securities and Exchange Commission