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GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
August 22, 1997
BY EDGAR
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Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Outdoor Communications, Inc.
Registration Statement on Form 8-A (No. 000-22713)
Registration Statement on Form S-1 (No. 333-28493)
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Ladies and Gentlemen:
We submit this letter on behalf of our client, Outdoor Communications, Inc.
(the "Company"). On June 4, 1997, the Company filed a Registration Statement on
Form S-1, No. 333-28493 (the "Form S-1), covering an initial public offering of
the Company's common stock. On June 17, 1997, the Company filed a Registration
Statement on Form 8-A, No. 000-22713 (the "Form 8-A"), pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") to register the
securities to be offered pursuant to the Form S-1 under the Exchange Act.
At this time, the Company does not anticipate that the Form S-1 will be
declared effective prior to the automatic effective date of the Form 8-A.
Accordingly, on behalf of the Company, we hereby withdraw the Company's Form 8-A
in order to prevent the Form 8-A from taking effect prior to the Company's Form
S-1.
Please call me at 617-570-1787 with any questions or comments you have.
Very truly yours,
/s/ James H. Hammons, Jr.
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James H. Hammons, Jr.
cc: Karla Boyd
Securities and Exchange Commission
Richard W. Ebersole
Outdoor Communications, Inc.
David F. Dietz, P.C.
