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PHYSICIAN HEALTH CORPORATION
990 Hammond Drive, Suite 300
Atlanta, Georgia 30328
(770) 673-1964
July 30, 1998
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street N.W.
Washington, DC 20549
Mail Stop 3-9
Attention: Ms. Kathleen Haller
Re: Physician Health Corporation
Registration Statement on Form S-1 (File No. 333-40073)
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, please accept this
letter as a request for the Commission's consent to the withdrawal of the
Registration Statement on Form S-1, File No. 333-40073 (as amended to date, the
"Registration Statement"), of Physician Health Corporation (the "Company"). As
the result of a refocus in the Company's business perspective and the Company's
pursuit of other transactions, the Company no longer intends to pursue the
initial public offering of its common stock as contemplated by the Registration
Statement.
Pursuant to Rule 477, upon the Commission's consent to withdrawal of the
Registration Statement, the Commission shall include an order in the file for
the Registration Statement stating that the Registration Statement has been
"withdrawn upon the request of the registrant, the Commission consenting
thereto." Please return one dated copy of the order granting such withdrawal to
the undersigned.
Please direct all inquires to the undersigned at the number set forth
above. Thank you for your assistance.
Very truly yours,
PHYSICIAN HEALTH CORPORATION
/s/ Sarah C. Garvin
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Sarah C. Garvin
President & Chief Executive Officer
cc: James S. Ryan, III
