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ANSYS DIAGNOSTICS, INC.
25200 Commercentre Drive
Lake Forest, CA 92630-8810
(949) 770-9381
July 2, 1999
Via Facsimile and Edgar
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Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: Ansys Diagnostics, Inc. (File No. 333-72665)
Form RW - Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act
of 1933, as amended, Ansys Diagnostics, Inc., a Delaware corporation (the
"Registrant") hereby applies for an order granting the immediate withdrawal of
its Registration Statement on Form S-1, File No. 333-72665, together with all
exhibits and amendments thereto (the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission on
February 19, 1999.
Pursuant to the Registration Statement, the Registrant
proposed to register an aggregate of 2,875,000 shares of its Common Stock,
$.0001 par value per share (the "Shares"), for issuance to the public. The
Registrant believes that the terms obtainable in the marketplace at this time
are not sufficiently attractive to warrant proceeding with the sale of the
Shares, and that completing a discretionary financing on unfavorable terms would
not be in the best interests of the Registrant or its stockholders at this time.
No securities have been sold under the Registration Statement and no activity in
pursuit of this offering has taken place since May 31, 1999. Accordingly, we
hereby request that an order granting the withdrawal of the Registration
Statement be issued by the Securities and Exchange Commission as soon as
possible.
Should you have any questions regarding this matter, please do
not hesitate to contact the undersigned, or Ellen Bancroft (949/790-6410) at
Brobeck, Phleger & Harrison LLP, legal counsel to the Registrant.
Sincerely,
ANSYS DIAGNOSTICS, INC.
By: /s/ SUZANNE M. DAVID
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Suzanne M. David,
Chief Financial Officer
