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[SHUMAKER, LOOP & KENDRICK LETTERHEAD]
December 2, 1996
Mary Fraser, Esquire
Mail Stop 7-6
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Request for Withdrawal of Coast Dental Services, Inc.'s
Form 8-A (Number 0-21501)
Our File No. C59000/83985
Dear Ms. Fraser:
As you know, Coast Dental Services, Inc. (the "Company") filed its
Form S-1 on October 7, 1996. At that time, the Company also filed Form 8-A to
register under the Securities and Exchange Act of 1934. The Company's Form 8-A
will automatically become effective on December 6, 1996 unless it is withdrawn.
However, the Company is not likely to seek to accelerate the effectiveness of
its Form S-1 prior to the expiration of the 60 day period in which the Company
will automatically become registered under the Securities and Exchange Act of
1934 by reason of its Form 8-A filing. As such, this letter will serve as the
Company's formal request to withdraw its Form 8-A (number 0-21501).
Please note that the Company does intend to re-file its Form 8-A at
the appropriate time during the course of the staff's examination and review of
the Company's Form S-1.
We understand that upon receiving the Company's request for withdrawal
of its Form 8-A, an order of withdrawal will be prepared by the staff. If such
an order is prepared, we would greatly appreciate receiving a copy of it for
our file. If such an order
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Mary Fraser, Esquire
December 2, 1996
Page 2
is not prepared, we would appreciate receiving confirmation from the staff that
the Company's Form 8-A has been withdrawn.
If there is anything further that is required in order to effect the
withdrawal of the Company's Form 8-A, please contact the undersigned as soon as
possible at 1-800-677-7661, ext. 2226.
Very truly yours,
/s/ Darrell C. Smith
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Darrell C. Smith
DCS/tar
c: Coast Dental Services, Inc.
