<PAGE> 1
Cemax-Icon, Inc.
47281 Mission Falls Court
Fremont, California 94539
March 17, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
ATT: Anita Karu
RE: Cemax-Icon, Inc., Withdrawal of Registration Statement on Form S-1
File No. 333-6323
------------------------------------------------------------------
Dear Ms. Karu:
On behalf of Cemax-Icon, Inc. (the "Company") we hereby request withdrawal,
pursuant to Rule 477)a) of the aforementioned Registration Statement on the
grounds that the Company believes that the current market conditions would not
permit the offering to be successfully undertaken at a price acceptable to the
Company. We also confirm by this letter that no securities have been issued or
sold under the Registration Statement.
Thank you for your time and assistance in this matter.
Very truly yours,
CEMAX-ICON, INC.
/s/ TERRY ROSS
Terry Ross, President and
Chief Executive Officer
