Nuvera Fuel Cells, Inc.
15 Acorn Park
Cambridge, MA 02140
January 8, 2001
Via EDGAR and facsimile
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nuvera Fuel Cells, Inc.
Registration Statement on Form 8-A (File No. 000-32005)
Ladies and Gentlemen:
The above-referenced registration statement (the "Form 8-A") was filed
with the Securities and Exchange Commission (the "Commission") by Nuvera Fuel
Cells, Inc. (the "Company") on November 22, 2000. The Form 8-A is scheduled to
become effective automatically sixty days after its filing date in accordance
with the provisions of Section 12 of the Securities Exchange Act of 1934.
The Company is concurrently registering shares of its common stock, par
value $.01 per share, under the Securities Act of 1933, pursuant to its
Registration Statement on Form S-1 (Registration No. 333-49500) (the "Form
S-1"). Because it is unclear whether the effectiveness of the Form S-1 will
precede the effectiveness of the Form 8-A, the Company hereby deems the Form
8-A withdrawn effective upon the filing of this letter and intends to file
subsequently a new Form 8-A registration statement.
If you have any questions regarding the Company's request or the Form 8-A,
please contact John G. Crowley ((212) 450-4550), Richard D. Truesdell, Jr.
((212) 450-4674) or Jeffrey C. Cohen ((212) 450-4667) of Davis Polk & Wardwell,
the Company's counsel.
Very truly yours,
Nuvera Fuel Cells, Inc.
By: /s/ Jeffrey M. Bentley
--------------------------------
Name: Jeffrey M. Bentley
Title: Chief Operating Officer
and Senior Vice President
