November 18, 2004


Stephen A. Van Oss
Senior Vice President and Chief Financial and Administrative
Officer
WESCO International, Inc.
255 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219

Re:	WESCO International, Inc.
		WESCO Distribution, Inc.
      Registration Statement on Form S-3
      Filed October 22, 2004
		File No. 333-119909

Dear Mr. Van Oss:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Fee Table
1. Assuming that WESCO Distribution is eligible to use Form S-3,
the
amount of securities registered should be allocated between the
two
issuers.  In addition, the fee table and footnotes should be
revised
to indicate the amount of securities to be issued by each
registrant.
In the event that WESCO Distribution is eligible to use general
instruction I.B.2 but is not eligible to use general instruction
I.B.1, the table should reflect that WESCO Distribution will only
be
issuing non-convertible investment grade securities, and the
disclosure in the prospectus should be similarly revised.  For
instance, we note the disclosure on page 9 that appears to
indicate
that either of the registrants may issue convertible debt
securities.
In addition, the prospectus should be revised throughout to
reflect
the securities being issued by each registrant.
2. We note footnote 12.  Please revise the fee table to register a
specific number of underlying securities, based upon a reasonable,
good-faith estimate of the number of securities to be issued.

Description of Capital Securities - Page 18

      Common Stock - Page 18
3. Your disclosure may not be qualified by reference to laws.
Please
revise the third paragraph of this section accordingly.

Description of Purchase Contracts - Page 24
Description of Purchase Units - Page 25
4. We note that purchase contracts and/or purchase units may be
composed of third-party debt securities.  Please note that
registered
securities may not be convertible or exercisable for other
securities
that are not registered under this registration statement unless
the
registered security is not legally exercisable immediately or
within
one year of the date of sale of the registered security.  Please
register the underlying third-party debt securities mentioned in
these sections.
5. We note that you have registered an offering of purchase
contracts
and purchase units, the specific terms of which are intended to be
described in a prospectus supplement.  Where the offered
securities
involve the issuance of a novel or complex security, including,
for
example, any income deposit, enhanced income, enhanced yield or
similar securities, we may have comments on the disclosure in the
prospectus supplement.  In addition, the issuance of any novel or
complex securities may represent a fundamental change to the
information contained in the registration statement and/or a
material
change to the plan of distribution such that a post-effective
amendment would be required. If you determine to conduct an
offering
of any purchase contracts and/or purchase units, you should file a
post-effective amendment or submit supplementally the prospectus
supplement in advance of the offering.

Selling Stockholders - Page 25
6. The prospectus states that the registered securities may be
offered and sold directly by the issuers or selling security
holders.
Securities that are registered on Form S-3 pursuant to general
instruction II.D of Form S-3 must be offered pursuant to general
instructions I.B.1 or I.B.2 of Form S-3, which relate to primary
offerings by the issuer.  The unallocated shelf procedure may not
be
utilized by selling security holders.  However, please note that a
secondary offering may be included in the registration statement
provided the class of securities, number of securities, offering
price and fee payable with respect to such secondary offering are
separately allocated in the fee table, and the selling security
holders are identified.  Also revise your references to use of the
procedure by you "and/or" the selling stockholders throughout your
document.

Exhibit 5.1
7. Please note that upon each of WESCO International`s or WESCO
Distribution`s issuances of securities pursuant to this
registration
statement, you must file an amended opinion that does not include
the
assumptions that currently underlie your opinion.
8. With respect to the securities offered by the selling
stockholders, it is inappropriate to file an opinion that assumes
conclusions of law that underlie the ultimate legality opinion,
such
as those set forth in paragraph 7 of the opinion.  For example, we
note the assumptions regarding the due authorization, execution
and
delivery of stock certificates.



* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-1880 with any other questions.


Sincerely,



							Peggy A. Fisher
      Assistant Director


cc (via fax):	Michael C. McLean, Esq.

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WESCO International, Inc.
WESCO Distribution, Inc.
November 18, 2004
Page 1