December 2, 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.
      Amendment No. 1 to Registration Statement on Form S-3
      Filed November 29, 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.

 Description of Capital Securities - Page 17
1. We note your revisions in response to comments 4 and 5, such as
removing purchase contracts and purchase units from registration.
However, the descriptions of common stock, preferred stock,
warrants,
and depository shares that you may issue continue to refer to the
possibility that such securities may be issued as part of units.
Please revise your disclosure accordingly.


Selling Stockholders - Page 23
2. Identify the individuals who have or share voting and/or
investment control of the shares held by the entities identified
in
the table and note (1).

Exhibit 5.1
3. We note that the number of secondary shares upon which counsel
is
opining differs from the amount of shares offered by the selling
stockholders, as indicated in the fee table and selling
stockholder
table.  Please revise the opinion accordingly.


* * * * *

      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.
December 2, 2004
Page 1