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OPTICARE HEALTH SYSTEMS, INC.
Stephen P. Fisher
General Counsel
July 31, 3000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Jeffrey Riedler
Re: OptiCare Health Systems, Inc.
Registration Statement on Form S-4, File No. 333-36878
Filed on May 12, 2000
Dear Mr. Riedler:
We hereby request the withdrawal of our Registration Statement on Form S-4
and Joint Proxy Statement (the "Form S-4"), filed with the Securities and
Exchange Commission on May 12, 2000, because the Agreement and Plan of Merger
and Reorganization, dated February 10, 2000, by and among OptiCare Health
Systems, Inc., Vision Twenty-One, Inc., and OC Acquisition Corp., has been
terminated. No offers or sales of securities were made with respect to the Form
S-4.
Please call Mitchell D. Hollander, Esq. at (212) 519-5119 with any
questions that you may have.
Very truly yours,
OPTICARE HEALTH SYSTEMS, INC.
By: /s/ Stephen P. Fisher
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Stephen P. Fisher
General Counsel and Secretary
