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[TRANSCEND SERVICES, INC. LETTERHEAD]
August 5, 1996
Securities and Exchange Commission
Stop 7-6
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Attention: Ms. Mary Fraser
RE: Transcend Services, Inc.
Form S-3 Registration Statement
File No. 333-4777
Dear Ms. Fraser:
Transcend Services, Inc. hereby withdraws its Registration Statement on
Form S-3, File No. 333-4777, as amended by Amendments No. 1, No. 2 and No. 3
(the "Registration Statement"), covering 3,450,000 shares of its Common Stock.
The Registration Statement was first filed with the Securities and Exchange
Commission on May 30, 1996. The Company has determined not to conduct a public
offering at this time due to current market conditions.
Very truly yours,
/s/ Larry G. Gerdes
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Larry G. Gerdes
