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[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
April 18, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment No. 2 to Schedule 13D relating to the
Common Stock, par value $0.50 per share, of
Optical Radiation Corporation
Ladies and Gentlemen:
On behalf of Benson Partners I, L.P., Benson Services, Inc. and
Benson Eyecare Corporation, enclosed find Amendment No. 2 to Schedule 13D
relating to the Common Stock, par value $0.50 per share, of Optical Radiation
Corporation, which is being filed pursuant to Rule 13d-1 of the General Rules
and Regulations of the Securities Exchange Act of 1934, as amended.
This Amendment No. 2 to Schedule 13D is being filed via electronic
transmission pursuant to Rule 101(a)(2)(ii) of Regulation S-T. A paper copy
of this Amendment No. 2 to Schedule 13D will be submitted to the Securities
and Exchange Commission (the "Commission") in accordance with Regulation S-T
within six business days of the electronic filing.
If the Commission wishes to discuss this filing, please contact
either William J. Grant, Jr., Esq. or the undersigned at (212) 821-8000.
Very truly yours,
/s/ Thomas W. Bark
cc: Martin E. Franklin
Benson Eyecare Corporation
William J. Grant, Jr., Esq.
Willkie Farr & Gallagher
Richard D. Wood
Optical Radiation Corporation
NASDAQ National Market System
Market Surveillance Department
