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[MANNATECH, INCORPORATED LETTERHEAD]
August 31, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Ms. Shelley Parratt
Re: Mannatech, Incorporated Form S-1 (File No. 333-49851)
Ms. Parratt:
Mannatech, Incorporated, a Texas corporation (the "Company"), pursuant to
Rule 477(a) promulgated under the Securities Act of 1933, as amended, hereby
requests that the Securities and Exchange Commission consent to the
withdrawal of the Company's Registration Statement on Form S-1, together with
all exhibits thereto. The Company requests withdrawal of the Registration
Statement because it does not intend to conduct the offering of shares of
Common Stock contemplated in the Registration Statement at this time. No
shares of Common Stock of the Company have been issued or sold under the
Registration Statement.
The Company further requests that, pursuant to Rule 477(c), an order with the
date of granting of the withdrawal be included in the file for the
Registration Statement on Form S-1 in the following manner: "Withdrawn upon
the request of the Registrant, the Commission consenting thereto."
If you have any questions or comments or require further information or
documentation, please do not hesitate to call the undersigned at (972)
471-7265 or J. Kenneth Menges, Jr. at (214) 969-2783.
Sincerely,
/s/ Charles E. Fioretti
- ----------------------------
Charles E. Fioretti
Chairman of the Board and Chief Executive Officer
cc: J. Kenneth Menges, Jr., P.C.