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[LETTERHEAD OF INTERCOAST ENERGY COMPANY APPEARS HERE]
January 31, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
ATTENTION: Julie Brimmer
Mail Stop 3-10
Re: InterCoast Energy Company
Registration Statement on Form S-1
(File No. 333-4525)
Application for Withdrawal of Registration Statement
Dear Sir or Madam:
InterCoast Energy Company, a Delaware corporation (the "Company"), hereby
files this Application for the Withdrawal of Registration Statement (this
"Application") with respect to the Company's Registration Statement on Form S-1
(File No. 333-4525), which was originally filed with the Securities and Exchange
Commission (the "Commission") on May 24, 1996, and amended by Amendments No. 1,
No. 2 and No. 3 thereto filed with the Commission on June 28, 1996, July 18,
1996 and July 23, 1996, respectively. The Registration Statement has not been
declared effective by the Commission.
The Registration Statement relates to the registration of shares of common
stock of the Company that were to be issued in connection with the Company's
proposed initial public offering. The Company is filing this Application
because it no longer intends to publicly offer the shares of common stock
covered by the Regulation Statement. The Company has not sold any securities
covered by the Registration Statement.
If you should have any questions or need anything further, please contact
the undersigned at your earliest convenience at (515) 281-2693. Pursuant to the
Rules and Regulations promulgated under the Securities Act, the Company has
caused this Application to be signed on its behalf by the undersigned duly
authorized officer of the Company.
InterCoast Energy Company
By: /s/ DENNIS H. MELSTAD
___________________________
Dennis H. Melstad
Vice President
