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SPIRE CORPORATION
One Patriots Bank
Bedford, Massachusetts 01730-2396
February 10, 1998
VIA ELECTRONIC FILING
AND TELECOPIER
202-942-9533
Ms. Mary Brooks Fraser
Securities & Exchange Commission
Room 7076
Mail Stop 7-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Spire Corporation
Registration Statement on Form S-2, File No. 333-41445
Filed on December 3, 1997, as amended on December 23, 1997
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Dear Ms. Fraser:
Pursuant to Rule 477 of Regulation C of the General Rules and Regulations
under the Securities Act of 1933, Spire Corporation (the "Registrant") hereby
respectfully makes application to the Securities & Exchange Commission (the
"Commission") for consent to withdraw the above-referenced Registration
Statement (the "Registration Statement"). The Registrant requests that such
application to be approved effective as of the date hereof or at the earliest
practicable date hereafter. The Registration Statement was filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval System on
December 3, 1997, and amended on December 23, 1997.
The Registration Statement was filed in connection with a proposed public
offering of the Registrant's common stock, to be sold both by the Registrant
and by two Selling Stockholders. The reason for the request to withdraw the
Registration Statement is that the offering has been withdrawn. Management
believes that withdrawal of the Registration Statement is appropriate, since
the purpose for which the Registration Statement was originally filed has been
eliminated. The Registrant confirms that no securities have been issued or sold
pursuant to the Registration Statement. The filing fee for the Registration
Statement was submitted by wire transfer to the Commission at the time of
filing, and the Registrant understands that such fee will not be returned.
Please feel free to contact the undersigned (781-275-6000) or Registrant's
counsel, Lauren Jennings of Goldstein & Manello, P.C. (617-946-8152) if you have
any questions or comments. Otherwise, please advise with respect to the granting
of the consent to the requested withdrawal.
Very truly yours,
SPIRE CORPORATION
By: /s/ Roger G. Little
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Roger G. Little, President and
Chief Executive Officer
cc: Lauren Jennings, Esq.
