<PAGE> 1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
December 13, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Timothy Levenberg
RE: NORIAN CORPORATION (THE "COMPANY") REQUEST FOR WITHDRAWAL OF THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-3399).
Dear Mr. Levenberg:
Attached is the Company's request for withdrawal of its Registration
Statement on Form S-1 (File No. 333-3399) pursuant to Rule 477 of the
Securities Act of 1933.
I would appreciate receiving notice of the Security and Exchange
Commission's grant of such withdrawal. Any questions or comments should be
directed to me at (415) 493-9300.
Thanking you in advance.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Carmen C. Chang
Carmen C. Chang
cc: Steven Bochner, Esq.
Nevan Elam, Esq.
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[NORIAN LETTERHEAD]
December 13, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 7-6
Washington, D.C. 20549
ATTN: Timothy Levenberg
RE: NORIAN CORPORATION (THE "COMPANY") REQUEST FOR WITHDRAWAL OF THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-3399).
Dear Mr. Levenberg:
In light of current market conditions, the Company hereby requests
withdrawal of its Registration Statement on Form S-1 (File No. 333-3399)
pursuant to Rule 477 of the Securities Act of 1933. The Company does not
believe withdrawal to be inconsistent with the public interest and the
protection of investors.
Thank you for your assistance.
Sincerely,
NORIAN CORPORATION
BY: /s/ Marc Faerber
Marc Faerber
Vice President-Finance
and Chief Financial Officer
cc: Steven Bochner, Esq.
Neval Elam, Esq.
