September 16, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cardiopulmonary Corp.
CIK: 0001014538
Registration No. 1-11945
Ladies and Gentlemen:
On behalf of Cardiopulmonary Corp. (the "Company"), we hereby
withdraw the registration statement on Form 8-A filed with the
Commission by EDGAR on July 18, 1996. The Company expects to file
a substantially similar registration statement prior to the date of
any request for acceleration of the effective date of the
above-referenced registration statement on Form S-1.
Please note that this letter is intended to replace another
letter which was filed on behalf of the Company earlier today,
which inadvertently referenced Registration No. 333-04315. The
Company does not wish to withdraw Registration No. 333-04315.
On behalf of the Company, we hereby request that the earlier letter
referencing Registration No. 333-04315 be rescinded.
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)
Office of EDGAR Policy (via facsimile)
