May 20, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Registration Statement on Form S-1
Registration No. 333-06009
Ladies and Gentlemen:
AMBAR, Inc. (the "Registrant") hereby makes this
application under Rule 477(a) of the Securities Act of 1933, as
amended, for withdrawal of its registration statement on Form
S-1 (registration number 333-06009) filed with the Commission
on June 14, 1996, relating to the proposed sale of 3,500,000
shares of the Registrant's common stock. Pursuant to a tender
offer that was completed on August 6, 1996, all of the
outstanding stock of AMBAR, Inc. was purchased by an affiliate
of the Beacon Group; accordingly, the Registrant is hereby
requesting withdrawal of such registration statement. In
addition, the Registrant hereby represents that no offers or
sales of the shares covered by the registration statement have
been made.
Sincerely yours,
/s/ Randolph M. Moity, Sr.
Randolph M. Moity, Sr.
cc: Roger H. Schwall
