[PPS LETTERHEAD]
March 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Ms. Julia E. Griffith
Re: Withdrawal of Registration Statement on Form S-1 of
Preferred Payment Systems, Inc. (File No. 333-40833)
Ladies and Gentlemen:
Please be advised that Preferred Payment Systems, Inc. (the
"Company"), pursuant to the provisions of Rule 477 of the Securities and
Exchange Commission promulgated under the Securities Act of 1933, hereby seeks
to withdraw the registration statement on Form S-1 filed with the Commission on
November 21, 1997. The Company will not be proceeding with an initial public
offering of its shares of common stock because of the recent merger of the
Company with and into a subsidiary of Concentra Managed Care, Inc. We ask that
upon granting consent to the withdrawal of the Company's registration statement
the Commission forward to the undersigned a copy of the order granting the
withdrawal that will be placed in the Company's registration statement file.
Sincerely yours,
PREFERRED PAYMENT SYSTEMS, INC.
/s/ Steven E. Nelson
By: Steven E. Nelson
President, Chairman and
Chief Executive Officer
cc: Bernard S. Kramer<PAGE>
