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Project Orange Associates L.P.
Project Orange Capital Corp.
c/o Scolaro, Shulman, Cohen, Lawler & Burstein, P.C.
90 Presidential Plaza
Syracuse, New York 13202-2200
August 16, 2000
VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attn: Ms. Anita Karu
Re: Project Orange Associates L.P. and Project Orange Capital Corp.:
Registration Statement on Form S-4
File Nos. 333-30266 and 333-30266-01
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Ladies and Gentlemen:
We are submitting this letter pursuant to Rule 477 under the Securities Act
of 1933. Project Orange Associates L.P. and Project Orange Capital Corp. (the
"Issuers") hereby request withdrawal of the above-mentioned registration
statement, effective immediately. The Issuers are requesting withdrawal of the
registration statement because the Issuers have repurchased 100% of the original
unregistered notes issued December 6, 1999. No securities were issued or sold
under the registration statement. For your information, the Indenture under
which the Notes were issued is being amended to reflect the above requested
withdrawal and to terminate the Registration Rights Agreement pursuant to which
the former holders of the notes were entitled to require registration.
If you have any questions please contact our counsel, either James T. Seery
(212-835-6030) or Nicolai J. Sarad (212-835-6242), of Piper Marbury Rudnick &
Wolfe LLP.
Sincerely,
PROJECT ORANGE ASSOCIATES L.P.
By: /s/ Douglas Corbett
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Douglas Corbett
Vice President
PROJECT ORANGE CAPITAL CORP.
By: /s/ Douglas Corbett
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Douglas Corbett
Vice President
