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[DIGICON LETTERHEAD]
March 19, 1996
Securities & Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Corporation Finance
Letty G. Lynn, Branch Chief
Re: Digicon Inc. Application for Withdrawal of Registration
Statement No. 333-01037
Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, Digicon Inc.
hereby respectfully requests that the Commission consent to the withdrawal of
Registration Statement No. 333-01037.
This application for withdrawal is based upon late breaking commercial
developments which make the pursuit of the proposed underwritten public
offering covered by the Registration Statement inadvisable at this time.
Very truly yours,
DIGICON INC.
By: /s/ Richard W. McNairy
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Richard W. McNairy,
Agent for Service
