U.S. PHYSICIANS, Inc.
220 Commerce Drive
Fort Washington, PA 19034
July 9, 1998
VIA TELECOPY (202-942-9533)
AND EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Amy Melter Starr, Esquire
RE: Registration Statement on Form S-1 (File No. 333-39987)
Dear Ms. Starr:
On behalf of U.S. PHYSICIANS, Inc., a Pennsylvania corporation
(the "Company"), I hereby request that the above-captioned registration
statement (the "Registration Statement") be withdrawn in accordance with the
provisions of Rule 477 under the Securities Act of 1933, as amended.
The contemplated offering of 4,025,000 shares of the Company
(including shares issuable pursuant to the underwriters' overallotment option)
that was to be effected by means of the Registration Statement has been
terminated and no securities have been sold thereunder.
If you have any questions regarding this request, please call
our outside counsel, Jason M. Shargel, Esquire of Wolf, Block, Schorr and
Solis-Cohen LLP at (215) 977-2216.
Sincerely yours,
Warren D. Barratt
Chief Financial Officer
