VASCO CORP
RW, 1996-07-08
PREPACKAGED SOFTWARE
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<PAGE>   1
                           [VASCO Corp. Letterhead]



                                        July 8, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

        Attn:  Terry E. Hatfield, Branch Chief

Ladies and Gentlemen:

        VASCO Corp. ("the Company") hereby respectfully withdraws its
registration statement on Form 10-SB, originally filed with the Securities and
Exchange Commission (the "Commission") on May 10, 1996 (Commission File No.
1-11717), and respectfully requests that the Commission permit this withdrawal. 
The Company has received the Commission's letter of comment dated June 26, 1996
regarding the Form 10-SB and has determined that withdrawal of the Form 10-SB
is advisable to give the Company adequate time to consider and address the
issues raised therein prior to becoming a reporting company under the
Securities Exchange Act of 1934, as amended.

        Thank you for your attention to this matter.

                                Very truly yours,



                                /s/ Michael B. Wiggen
                                ----------------------
                                    Michael B. Wiggen
                                    Vice President - Operations

cc:  Dorine H. Miller
     Christina Harley





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