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[TRANSCEND SERVICES, INC. LETTERHEAD]
July 10, 1997
VIA EDGAR
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. 333-19177
Dear Ms. Fraser:
Transcend Services, Inc. (the "Company") hereby withdraws its Registration
Statement on Form S-3, File No. 333-19177, as amended by Amendment No. 1 (the
"Registration Statement"), covering 1,424,346 shares of its Common Stock to be
offered and sold by certain shareholders of the Company. The Registration
Statement was first filed with the Securities and Exchange Commission on
January 2, 1997. The Company initially filed the Registration Statement in order
to fulfil its contractual obligations under the terms and conditions of certain
demand registration rights provided to the former owners of two medical
transcription companies acquired by the Company in June 1996. The holders of
such demand registration rights are now eligible to sell shares pursuant to
Rule 144 under the Securities Act of 1933, as amended, and have waived their
registration rights; therefore the Company has determined to withdraw the
Registration Statement.
Very truly yours,
/s/ Larry G. Gerdes
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Larry G. Gerdes
