TRIAD MEDICAL INC, RW, 1998-02-20

TRIAD MEDICAL INC
RW, 1998-02-20
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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                               TRIAD MEDICAL INC.
                             2078 Prospector Avenue
                              Park City, Utah 84060
                                February 18, 1998

VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

        Re:    TRIAD MEDICAL INC. ("TRIAD")

               Registration Statement on Form S-1 (File No. 333-35499) 
               ("Registration Statement")
               Registration Statement on Form 8-A (File No. 000-23281)

Gentlemen:

        Reference is hereby made to the above-referenced Registration Statement
on Form S-1, which was initially filed by TRIAD with the Securities and Exchange
Commission ("Commission") on September 11, 1997, and the Registration Statement
on Form 8-A filed with the Commission on October 29, 1997 (together with the
Registration Statement, the "Registration Statements"), which were submitted in
connection with TRIAD's proposed initial public offering.

        Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, TRIAD hereby makes application to withdraw each of the Registration
Statements, together with all exhibits and amendments thereto. TRIAD has
determined not to proceed at this time with the proposed initial public offering
described in the Registration Statement due to volatile and adverse market
conditions. TRIAD has not sold any of the shares covered by the Registration
Statement. TRIAD's management believes that Commission approval of this
application would be consistent with the public interest and the protection of
the investors.

        Please provide TRIAD with a copy of the order granting withdrawal of the
Registration Statements as soon as available. If you have any questions
regarding the above matters, please call either Lance Ruud or me at (435)
645-7200.

                                Very truly yours,

                                            TRIAD MEDICAL INC.
                                            By: /s/ WILLIAM C. KLINTWORTH, JR.
                                                   William C. Klintworth, Jr.,
                                                   President and Chief Executive
                                                   Officer

cc:  Mr. David J. Link (via telecopy)
     Mr. Robert G. Reedy
     Mr. Jeffrey W. Preusse (via telecopy)
     Mr. Ted W. Paris