SCOTTSDALE, AZ - Fender's slipping profits felled its public offering. The famed wood guitar and musical instruments manufacturer withdrew its plans to go public, formally writing the SEC last month "The Company is seeking withdrawal of the Registration Statement because of unfavorable market conditions."

Fender Musical Instrument Company announced in March it would go public,  then in July it set the date for its public offering as July 19 on the NASDAQ exchange, trading as FNDR. Offering date are sometimes deferred. Fender

Analysts say Fender's initial offering did not suffer from the Facebook-effect that has dampened some offerings, but from fundamental challenges to its underlying business: slipping sales - revenues fell from $712 million in 2008 to $700 million last year - and a pessimistic outlook for export markets , especially since a quarter of its revenues come from Europe, now in financial contraction.

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549



Max A. Webb, Assistant Director




Fender Musical Instruments Corporation

Registration Statement on Form S-1 (File No. 333-179978)

Ladies and Gentlemen:

On behalf of Fender Musical Instruments Corporation, a Delaware Corporation (the “Company”), we hereby request, pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), that the Registration Statement on Form S-1 (File No. 333-179978) together with all exhibits and amendments thereto, which was initially filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2012 (collectively, the “Registration Statement”) be withdrawn effective immediately. The Company is seeking withdrawal of the Registration Statement because of unfavorable market conditions. The Registration Statement has not been declared effective by the Commission and the Company confirms that no securities were sold pursuant to the Registration Statement.

In accordance with Rule 457(p) of the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Accordingly we request that the Commission issue an order granting the withdrawal of the Registration Statement (“Order”) effective as of the date hereof or the earliest practicable date hereafter. Please provide a copy of the Order to John L. Savva, Esq. of Sullivan & Cromwell LLP, via email at [email protected] or via facsimile at (650) 461-5700.

The Company also advises the Commission pursuant to Rule 477(c) under the Securities Act that it may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.

If you have any questions regarding this application, please contact John L. Savva of Sullivan & Cromwell LLP by telephone at (650) 461-5610. Thank you for your attention to this matter.

Very truly yours,



Mark D. Van Vleet

Chief Legal Officer


 In filing its withdrawal of the offering, Fender left the door open to a future stock issuance, with filing fees already paid "credited for future use" by the company. Investment group Weston Presidio hopes to recoup its equity - it holds 43 percent interest of Fender through an offering.

Fender, which moved its headquarters to Scottsdale in February, manufactures at plants in California and, for the alst 25 years, Ensanada, in Baja province of Mexico.

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