Pinnacle Foods, Inc.
                               980 Glasgow Street
                               Pottstown, PA 19464



                                                                  March 27, 2001




VIA EDGAR

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0306
Attn: Peggy Fischer, Assistant Director
Division of Corporation Finance


                  Re:      Pinnacle Foods, Inc. (the "Company")
                           File No.:0-32299
                           --------------------------------------------

Dear Ms. Fischer:

                  On or about  February 5, 2001 we filed with the  Commission  a
Registration Statement on Form 10-SB to register shares of our Common Stock on a
voluntary basis  (Registration  is not required by the Exchange Act.) The filing
has not yet become effective.  In fact, The Registration  Statement is scheduled
to become effective on April 6, 2001 pursuant to Section 12(g)(1)(B).

                  For a number of reasons,  including  the fact that our audited
financial  statements for the year ended December 31, 2000 will not be available
prior to April 6, 2001, we  respectfully  request  withdrawal of the  applicable
Registration  Statement  prior  to  effectiveness.  We  intend  to  re-file  the
Registration  Statement as soon as  practicable  after the  necessary  financial
information has been prepared.

                  Thank you for your consideration.


                                               Sincerely,

                                               /s/ Michael D. Queen

                                               Michael D. Queen,
                                               President
MDQ/lns