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EARTHCARE COMPANY
14901 QUORUM DRIVE, SUITE 200
DALLAS, TEXAS 75240
December 29, 2000
VIA EDGAR
Securities and Exchange Commission
Judicial Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: EarthCare Company Registration Statement on Form S-1;
File No. 333-60483
Ladies and Gentlemen:
Pursuant to Rule 477(a) of the Securities Act of 1933, as amended,
EarthCare Company ("EarthCare") hereby requests the withdrawal of the
Registration Statement on Form S-1, File No. 333-60483 (the "Registration
Statement"), and all exhibits thereto filed with the Securities and Exchange
Commission (the "Commission.") Since the filing of the Registration Statement,
EarthCare has become eligible to register securities pursuant to Form S-3, and
thus is filing a registration statement on Form S-3 to register the securities
held by the Selling Shareholders referenced in the Registration Statement. In
addition, all of the securities registered by EarthCare under the Registration
Statement to be issued pursuant to acquisitions have been issued by EarthCare in
connection with acquisitions, strategic alliances and joint ventures.
EarthCare further requests:
1. That the Commission find that the withdrawal hereby requested is
consistent with the public interest and the protection of investors; and
2. That an order with the date of granting of this withdrawal be
included in the files of the Commission for the Registration Statement, stating
"Withdrawn upon the request of the Registrant, the Commission consenting
thereto."
If you have any questions regarding this application for withdrawal,
please contact the undersigned at (972) 858-6025.
Very truly yours,
EARTHCARE COMPANY
By: /s/ William W. Solomon, Jr.
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William W. Solomon, Jr.
Vice President and Chief Financial Officer
(Principal Financial Officer)
