January 17, 1997
VIA FACSIMILE AND FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Alonzo Llorens
RE: ECO SOIL SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM 8-A
FILE NO. 333-15883
Ladies and Gentlemen:
The undersigned, on behalf of Eco Soil Systems, Inc. (the "Company"), in
accordance with Rule 477 promulgated under the Securities Act of 1933, as
amended, hereby requests withdrawal of the Registration Statement on Form 8-A
filed by the Company on January 13, 1997. The filing incorrectly registered the
Common Stock of the Company under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). A corrective filing on Form 8-A,
registering the Company's Common Stock under section 12(g) of the Exchange Act,
was filed by the Company on January 14, 1997. If you have any questions, please
call me at (619) 675-1660 or Arthur Nielsen, the Company's counsel on this
matter, at (612) 343-8217.
Eco Soil Systems, Inc.
By: Jeffrey A. Johnson
President
