As filed with the Securities and Exchange
Commission on April 24, 1996
Registration No. 33-87648
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT
__________________
THERMO TERRATECH INC.
(Formerly, Thermo Process Systems Inc.)
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
04-2925807
(I.R.S. Employer Identification No.)
__________________
81 Wyman Street
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
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Pursuant to Rule 477(a) promulgated under the Securities Act
of 1933, Thermo TerraTech Inc. (the "Registrant") hereby applies
to withdraw this Registration Statement as soon as practicable.
When the Registrant (under its former name, Thermo Process
Systems Inc.) originally filed this Registration Statement in
December 1994, it was not eligible to register its securities on
Form S-2. The Registrant determined that it had failed to meet
the requirements of Form S-2 when the Registrant sought to have
this Registration Statement declared effective. The Registrant
took no further action with respect to this Registration
Statement during 1994 or 1995.
Since some time prior to April 4, 1996, and at all times
since that date, the Registrant has been eligible to register its
securities on Form S-2. The Registrant still desires to register
the securities that are the subject of this Registration
Statement on Form S-2. Because the Registrant's current status
as an S-2-eligible registrant does not cure its original failure
to meet the requirements of Form S-2 as of the original filing of
this Registration Statement, the Registrant filed a new
registration statement (Reg. No. 333-02269) on April 4, 1996 with
respect to the securities it had previously sought to register
pursuant to this Registration Statement.
The Commission staff has advised the Registrant that the
withdrawal of this Registration Statement is a condition to the
acceleration of effectiveness of such subsequent registration
statement.
Accordingly, the Registrant wishes to withdraw this
Registration Statement pursuant to Rule 477(a).
THERMO TERRATECH INC.
By: /s/ Sandra L. Lambert
Sandra L. Lambert
Secretary
