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July 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Mr. Russell F. Leone
Re: Gencor Industries, Inc. (the "Company")
Form S-3 Registration Statement
File No.: 333-56751
Filed on June 12, 1998
Dear Mr. Leone:
Please be advised that the Company hereby withdraws the
above-referenced Registration Statement. The Company determined to withdraw the
offering because of the current market valuation of the common stock and the
potential impact on shareholder value. In addition, the selling shareholders
will not be pursuing the offering. I also confirm to you that no sales have been
made pursuant to the above referenced Registration Statement.
Thank you for your attention to this matter.
Very truly yours,
/s/ E. J. Elliot
President and Chairman
RHF:mb
Enclosures
cc: Randolph H. Fields, Esq.
Sandra C. Gordon, Esq.
