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PMR Corporation
501 Washington Street, 5th Floor
San Diego, CA 92103
September 30, 1998
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: PMR Corporation ("PMR")
Registration Statement on Form S-4 (No. 333-62161)
Application for Withdrawal
Ladies and Gentlemen:
The undersigned registrant hereby makes application, pursuant to paragraph (a)
of Rule 477 under the Securities Act of 1933, as amended, to withdraw the
above-referenced Registration Statement. This application is made on the
grounds that, based on a restructuring of the proposed transaction such that the
only consideration will be cash, PMR has determined that it is not necessary to
proceed with the registration of common stock.
If you should have any questions regarding this application, please contact
Jeremy Glaser or Eric Loumeau of Cooley Godward LLP at (619) 550-6000.
Sincerely,
PMR CORPORATION
By /s/ Allen Tepper
Allen Tepper
Chairman of the Board and
Chief Executive Officer
cc: Mary Fraser, Division of Corporation Finance
Mr. Mark P. Clein
Jeremy D. Glaser, Esq.
Eric J. Loumeau, Esq.
