[Letterhead of TreeHouse Foods, Inc.]
May 13, 2005
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
|Re:||TreeHouse Foods, Inc.
Registration Statement on Form 10
Filed March 30, 2005
File No. 000-51231
Ladies and Gentlemen:
TreeHouse Foods, Inc. (the Registrant) hereby respectfully requests the withdrawal of the above-referenced Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 30, 2005 on EDGAR form type 10-12G (Accession No. 0000950133-05-001379) (the Original Form 10). As discussed with the Staff, the Registrant has today refiled its registration statement on Form 10 on EDGAR form type 10-12B (the New Form 10). The purpose of the withdrawal of the Original Form 10 and refiling of the New Form 10 is to effect a change of the registration from Section 12(g) to Section 12(b) of the Securities Exchange Act of 1934, as amended. The Company has been advised by the Staff that withdrawing the Original Form 10 and refiling the New Form 10 will not restart the Staffs comment period; therefore, simultaneously with the New Form 10 filing, the Registrant submitted responses to the Staffs comments contained in its letter dated April 29, 2005.
Please forward any questions regarding this application to Erika L. Robinson of Wilmer Cutler Pickering Hale and Dorr LLP at (202) 663-6402.
|TreeHouse Foods, Inc.
|By:||/s/ Thomas E. O'Neill|
|Thomas E. O'Neill|
|Senior Vice President, General Counsel and Chief Administrative Officer|