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[LETTERHEAD OF U.S. REMODELERS, INC.]
April 1, 1999
VIA EDGAR; FACSIMILE AND FEDERAL EXPRESS
John Reynolds, Esq.
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: U.S. Remodelers, Inc.
Request to Withdraw Registration Statement on Forms S-1, as amended.
File No. 333-65029
Dear Mr. Reynolds:
U.S. Remodelers, Inc., a Delaware corporation (the "Company"), hereby
requests pursuant to Rule 477 under the Securities Act of 1933, as amended, to
withdraw from registration the Registration Statement on Form S-1, as amended
(File No. 33-65029) (the "Registration Statement"), originally filed by the
Company with the U.S. Securities and Exchange Commission (the "Commission") on
September 30, 1998. This application has been filed as there was less investor
interest than required to successfully complete the offering as described in the
Registration Statement. In addition, while the Company and its underwriters
circulated preliminary prospectuses in connection with the proposed offering of
the securities identified therein and the Registration Statement was declared
effective by the Commission, no securities were sold pursuant to the
Registration Statement.
The Company requests that the Commission consent to this application on the
grounds that the withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated by paragraph(a)
of Rule 477 of the Act.
Please provide the Company with a copy of the order granting withdrawal
of the Registration Statement as soon as it is available.
If you have any questions regarding this request for withdrawal, please
contact Charles D. Maguire, of Jackson Walker, L.L.P., counsel for the Company,
at (214) 953-5850.
Sincerely,
U.S. REMODELERS, INC.
By: /s/ MURRAY H. GROSS
---------------------------------
Murray H. Gross
President and Chief Executive Officer
cc: Charles D. Maguire
