SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

      August 7, 2009

Via Facsimile ((412) 355-6501) and U.S. Mail
 Kristen L. Stewart, Esq. K&L Gates LLP Henry W. Oliver Building 535 Smithfield Street Pittsburgh, PA  15222-2312
Re: Wesco International, Inc.
  Registration Statement on Form S-4
Filed July 27, 2009
  File No. 333-160818

  Schedule TO-I
  Filed July 27, 2009   File No. 005-58085
Dear Ms. Stewart:

We have reviewed your filings and have th e following comment.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Schedule TO-I

Form S-4
1. We note your disclosure that the initial conversion price of th e 2029 Debentures will
equal 125% of the Average VWAP and that  the VWAP will be based on a measuring
period of ten business days ending on the offe r’s expiration date.  With respect to this
term of your exchange offer, please provide  us your detailed legal analysis of your

Kristen L. Stewart, Esq.
K&L Gates LLP August 7, 2009 Page 2
compliance with Item 4(a)(4) of Form S-4, Item 11 of Schedule TO and Item 1011(b) of
Regulation M-A.

Closing Comments

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the bidder a nd its management are in possession of all facts
relating to the company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

• the bidder is responsible for th e adequacy and accuracy of th e disclosure in the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the bidder may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 Please direct any questions to me at ( 202) 551-3619.  You may also contact me via
facsimile at (202) 772-9203.  Please send all co rrespondence to us at the following ZIP code:
20549-3628.        S i n c e r e l y ,          Daniel F. Duchovny       S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions