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[IRIS LOGO]
INTERNATIONAL REMOTE IMAGING SYSTEMS
Dr. F. H. Deindoerfer
Chairman of the Board
and President
October 13, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: International Remote Imaging Systems, Inc.
Registration Statement on Form S-1 (No. 333-13005)
Ladies and Gentlemen:
On September 30, 1996, International Remote Imaging Systems, Inc. (the
"Registrant) filed a registration statement on Form S-1 (File No. 333-13005)
(the "Registration Statement") for a public offering (the "Offering") of
3,000,000 shares of its common stock, $.01 par value per share. As described
in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1996
(the "Quarterly Report"), the Registrant has elected not to pursue the Offering
at this time. (See "Management's Discussion and Analysis of Financial
Condition and Results of Operation -- Liquidity and Capital Resources" of the
Quarterly Report).
Accordingly, the Registrant hereby applies for withdrawal of the Registration
Statement in accordance with Rule 477 of the Rules and Regulations promulgated
under the Securities Act of 1933, as amended.
If you have any questions regarding this application for withdrawal, please
contact Daniel G. Christopher, Esq. at (310) 234-6922.
Sincerely,
/s/ F. H. Deindoerfer
/ct
cc: American Stock Exchange
