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[Letterhead of Jackson Walker, L.L.P.]
April 6, 1999
VIA EDGAR and FEDERAL EXPRESS
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U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: U.S. Remodelers, Inc. -- Withdrawal of Form 8-A12B; Commission File
No. 001-14767
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Dear Madam or Sir:
As legal counsel for and on behalf of U.S. Remodelers, Inc. (the
"Registrant"), we hereby request that the Registrant's Registration Statement on
Form 8-A (the "Registration Statement") filed with the U.S. Securities and
Exchange Commission (the "Commission") on January 19, 1999 and relating to the
registration of the Registrant's Units (each Unit consisting of one share of
Common Stock, par value $.01 per share, and one Redeemable Common Stock Purchase
Warrant), Common Stock and Redeemable Common Stock Purchase Warrants
(collectively, the "Securities") under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") be withdrawn. Although the
Registration Statement was declared effective by the Commission, the Securities
were never listed for trading on the Boston Stock Exchange as the Registrant was
unable to complete its initial public offering of the Securities. In connection
therewith, the Boston Stock Exchange, by letter dated April 1, 1999, notified
the Commission of the withdrawal of its certification relative to the listing of
the Securities. The Registrant is also filing with the Commission a Form 15 for
the purpose of suspending its obligations to file reports under Sections 13 and
15(d) of the Exchange Act. The Staff is further advised that the Company has
requested that its Registration Statement on Form S-1, as amended (Commission
File No. 333-65029), be withdrawn pursuant to Rule 477 under the Securities Act
of 1933, as amended.
Please contact the undersigned to confirm the withdrawal of the
Registration Statement or to address any comments or questions regarding the
matters discussed above.
Very truly yours,
/s/ GEORGE L. DIAMOND
George L. Diamond
GLD:mdp
cc: Mr. Murray H. Gross
Charles D. Maguire, Esq.
