INCOM Roofing Services, Inc.
515 Post Oak Blvd., Suite 450
Houston, Texas 77027
October 22, 1998
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: INCOM ROOFING SERVICES, INC. FORM S-1 (FILE NUMBER 333-59893)
Ladies and Gentlemen:
This application is made by INCOM Roofing Services, Inc. ("INCOM")
pursuant to Rule 477 under the Securities Act of 1933, as amended, for
permission to withdraw its registration statement (the "Registration Statement")
on Form S-1 (File Number 333-59893) that was originally filed with the
Securities and Exchange Commission (the "Commission") on July 24, 1998.
The withdrawal requested hereby is being sought for the following
reasons: (a) INCOM has determined that it is not in its best interests to
conduct the offering of the Common Stock contemplated in the Registration
Statement at this time; (b) the Registration Statement has not been declared
effective by the Commission; and (c) market conditions are currently
unfavorable. No Common Stock has been offered, issued or sold under the
Registration Statement.
On the basis of the foregoing, INCOM respectfully requests that the
Commission grant its application to withdraw the Registration Statement.
Should you have any questions or require anything further, please
call Robert S. Zlotnik at (713) 860-1541.
Very truly yours,
INCOM Roofing Services, Inc.
/s/ ROBERT S. ZLOTNIK
By: Robert S. Zlotnik
Chief Financial Officer
cc: Michael H. Hurwitz
