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[Morrison Cohen Singer & Weinstein, LLP]
February 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Vitaquest International Inc. (the
"Company") Withdrawal of Registration
Statement On Form S-1 filed on May
13, 1996 Registration No. 333-3605
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, we
hereby request on behalf of the Company that the above-referenced Registration
Statement on Form S-1 be withdrawn. This withdrawal is being requested due to
changes in market conditions and in the results of operations of the Company,
which together created unfavorable conditions for the offering at this time.
No securities which were to have been registered pursuant to the Registration
Statement have been issued or sold.
Very truly yours,
/s/ Stephen I. Budow
Stephen I. Budow
cc: Mr. Charles Recker
Mr. Joseph K. Pascale
