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May 4, 1998
Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 fifth Street, NW
Washington, DC 20549
Attn: Teresa Regan
RE: Waste Recovery, Inc. (the "Company")
Registration Statement on Form S-2
Registration No. 333-42995
Ladies and Gentlemen:
Pursuant to Rule 477(a) of the Securities Act of 1933, as amended, the
undersigned respectfully requests the withdrawal of the Company's
Registration Statement on Form S-2, Registration No. 333-42995 (the
"Registration Statement").
The Registration Statement was prepared on behalf of certain of the Company's
shareholders (the "Selling Shareholders") in order to register the resale of
certain shares of the Company's Common Stock, no par value, owned by such
Selling Shareholders (the "Shares"). The Company is applying for withdrawal
of the Registration Statement because it has determined that it is no longer
eligible to use Form S-2, and does not desire to incur the burden and expense
of registering the resale of the Shares on Form S-1. As of the date hereof,
none of the Shares have been offered or sold pursuant to the Registration
Statement.
Sincerely,
/s/ DAVID G. GREENSTEIN
David G. Greenstein
President & CEO
