FIRST NEW ENGLAND DENTAL CENTERS, INC.
85 Devonshire Street
Boston, Massachusetts 02109
September 15, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Shelley E. Parratt
Re: First New England Dental Centers, Inc.
Withdrawal of Registration Statement on Form S-1
Ladies and Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933, as
amended (the "Securities Act"), First New England Dental Centers,
Inc. (the "Company") hereby requests the immediate withdrawal of
its Registration Statement on Form S-1 (File No. 333-20845),
originally filed with the Securities and Exchange Commission on
January 31, 1997, and the application for confidential treatment
made in connection therewith pursuant to Securities Act Rule 406.
Due to adverse market conditions last Spring, activity with
respect to the offering contemplated by the Registration
Statement ceased following the issuance of the Commission's
comments on the Registration Statement and none of the securities
covered thereby were offered for sale or sold.
The Company anticipates that it may enter into acquisition
transactions in which it would expect to issue securities in
private transactions exempt from registration and understands
that it is appropriate to formally withdraw the registration
statement in order to do so. Accordingly, please provide the
Company and the Company's legal counsel, Arthur I. Anderson,
P.C., of McDermott, Will & Emery, 75 State Street, Boston,
Massachusetts 02109, with a copy of the order granting withdrawal
of the Registration Statement as soon as it is available. If you
have any questions regarding this application, please do not
hesitate to contact Mr. Anderson at 617/345-5016 or the
undersigned at 617/742-4750.
Very truly yours,
Donald E. Strange
President and
Chief Executive Officer
cc: Arthur I. Anderson, P.C.
