ICON Holdings Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
September 25, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Peggy A. Fisher, Esq., Assistant Director
Re: ICON Holdings Corp.;
Withdrawal of Registration Statement on Form S-1
Ladies and Gentlemen:
Pursuant to Rule 477(a) of the Securities Act of 1933, as amended (the
"Securities Act"), ICON Holdings Corp., (the "Company") hereby requests the
withdrawal of its Registration Statement on Form S-1 (File No. 333-38717),
originally filed with the Securities and Exchange Commission on October 24,
1998, and the amendments thereto, on the grounds that the transaction
contemplated by the Registration Statement ceased last spring following the
filing by the Company of Pre-Effective Amendment No. 2 to the Registration
Statement and none of the securities covered thereby were offered for sale or
sold. The Company believes that such withdrawal is consistent with the public
interest and the protection of investors and hereby requests that the Commission
consent to such withdrawal.
Please provide the Company with a copy of the order granting withdrawal of
the Registration Statement. If you have any questions regarding this application
, please do not hesitate to contact me at 212-418-4703.
Very truly yours,
/s/ John L. Lee
John L. Lee
Secretary, Senior Vice President
and General Counsel
cc: Andrea R. Biller, Esq. (SEC)
Mr. Beaufort J. B. Clarke
Mr. Paul B. Weiss
David A. Cifrino, P.C.
