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[LETTERHEAD OF JACK UTTER & ASSOCIATES]
December 17, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Attention: Mrs. Kim Do, Esq.
Re: Withdrawal of Two (2) Form S-8s filed July 24, 1996 and July 26, 1996
Nerox Engergy Corporation
Commission File Nos. 333-08705 and 333-08875
Dear Ms. Do:
Please withdraw the two (2) Forms S-8 filed July 24, 1996 (File No.
333-08705) and July 26, 1996 (File No. 333-08875), by Nerox Energy Corporation,
pursuant to 17 Code of Federal Regulations section 230.477(a)(b)(c). The
July 24th and 26th, 1996, Form S-8s are withdrawn in their entirety, including
all exhibits.
The July Form S-8s are withdrawn in that Nerox Energy Corporation filed a
Form S-8 on September 13, 1996 which supersedes and nullifies the previous S-8
filings of July 24th and 26th, 1996.
Yours very truly,
/s/ JACK UTTER
------------------------
Jack Utter
General Counsel
Nerox Energy Corporation
cc: Nicholas E. Ross
President, Nerox Energy Corporation
