OMNICORDER TECHNOLOGIES INC.
25 EAST LOOP ROAD
STONY BROOK, NEW YORK 11790
(516) 444-6499
March 5, 1999
Richard Wulff
Mail Stop 3-4
Office of Small Business
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
RE: OmniCorder Technologies Inc. ("OmniCorder")
SEC File No. 333-66093
Dear Mr. Wulff:
This letter is a replacement of an application for withdrawal of
OmniCorder's Registration Statements on Form SB-2, as originally filed on
October 23, 1998, and subsequently amended on December 15, 1998, January 28,
1999 and February 11, 1999), and on Form 8-A filed on February 11, 1999
(collectively the "Registration Statements"), such application having been filed
at 12:37 p.m., Thursday, March 4, 1999. This letter shall replace the previous
application for withdrawal of OmniCorder's Registration Statements in its
entirety.
On behalf of OmniCorder, I hereby request that the Registration
Statements be withdrawn on the ground that the Underwriter advised OmniCorder
that it was not prepared to proceed with the public offering.
Please advise me at your earliest convenience, whether the Commission
will agree to withdraw OmniCorder's Registration Statements pursuant to this
application.
Very truly yours,
/s/ Mark A. Fauci
Mark A. Fauci
President and CEO
OmniCorder Technologies Inc.
