[Cycle-Sat Letterhead]
June 17, 1996
Mr. Evan Calio
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cycle-Sat, Inc.
Dear Mr. Calio:
Pursuant to Rule 477 of the Securities Act of 1933, this letter is
being filed by Cycle-Sat, Inc. (the "Registrant"), to withdraw the Registrant's
Registration Statement on Form S-1, Registration No. 333-3364 (the "Offering"),
relating to 4,132,500 shares of the Registrant's Common Stock (the "Shares")
which were being offered on a continuous basis pursuant to Rule 415 under the
Securities Act of 1933.
The Registrant's Registration Statement on Form S-1, Registration No.
333-3364 was never declared effective and the Registrant hereby requests that
the Registration Statement on Form S-1, Registration No. 333-3364 be withdrawn
and be declared of no further effect.
The Registrant also wishes to withdraw its Form 8-A filing contained in
file number 000- 20869 and hereby requests that the Registrant's Registration
Statement on Form 8-A, File No. 000-20869 relating to the registration of the
Registrant's Common Stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934 be withdrawn and be declared of no further effect.
Please contact the undersigned if you have any further questions
regarding this matter.
Very truly yours,
/s/ Raymond M. Beebe
Raymond M. Beebe, Secretary
cc: James M. Ash, Esq.
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