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VCS Technologies, Inc.
456 Glenbrook Road
Stamford, CT 06906
November 24, 1998
Barbara Jacobs
Deputy Chief, Office of Small Business
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Application to Withdraw Registration Statement
File No. 333-64753
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Dear Ms. Jacobs:
Reference is made to the registration statement on Form SB-2, File No.
333-64753 (the "Registration Statement"), filed with the United States
Securities and Exchange Commission (the "Commission") on September 30, 1998 by
VCS Technologies, Inc. (the "Company") in connection with the proposed initial
public offering (the "Offering") of the Company's securities.
Due to current market conditions, the Company and its underwriter,
Gilford Securities Incorporated, have mutually agreed not to proceed with the
Offering. Accordingly, the Company hereby applies to withdraw the Registration
Statement and requests the Commission's consent to such withdrawal. The Company
hereby affirms that none of the securities proposed to be sold in the Offering
have been offered or sold.
Very truly yours,
/s/ William E. Wheaton, III
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William E. Wheaton, III
President
