November 22, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cardiopulmonary Corp.
CIK: 0001014538
Registration No. 333-04315
Ladies and Gentlemen:
On behalf of Cardiopulmonary Corp. (the "Company"), we hereby
withdraw the above-referenced registration statement on Form S-1,
as amended. The Company has determined not to proceed with the
offering described therein at this time due to adverse market
conditions, and no shares of common stock were issued or sold
pursuant to the above-reference registration statement.
If you have any questions regarding this matter, please
telephone the undersigned at (212) 318-3103 or Robert E. L.
deButts, Jr. of this office at (212) 318-3020.
Very truly yours,
/s/ CHARLES S. LEE
Charles S. Lee
CSL/gr
cc: Jeffrey Epstein, Esq. (via facsimile)
