THERMOENERGY CORP, RW, 1998-01-13

THERMOENERGY CORP
RW, 1998-01-13
HAZARDOUS WASTE MANAGEMENT
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January 12, 1998

VIA EDGARLINK TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn: Sonia Galindo

         Re:      ThermoEnergy Corporation
                  File No. 333-21613
                  Request for Withdrawal of Registration Statement on Form SB-2

Dear Ms. Galindo:

     In accordance with Rule 477  promulgated  under the Securities Act of 1933,
as amended,  ThermoEnergy  Corporation  (the  "Company")  hereby  withdraws  its
registration  statement on Form SB-2,  Registration  No.  333-21613,  as amended
("Registration  Statement"),  that was originally  filed with the Securities and
Exchange  Commission  on  February  12,  1997.  The Company is  withdrawing  the
Registration  Statement  because it does not intend to conduct  the  offering of
shares of Common Stock and Warrants contemplated in the Registration  Statement.
No shares of Common  Stock of the Company or  Warrants  have been issued or sold
under the Registration Statement.

     If you have any questions with respect to this letter,  please call either
Jay H. Lindy, Esq. or Roger S. Woodman,  Esq. of the law firm of Waring Cox,
PLC at (901) 543-8000.

                                            Very truly yours,

                                            THERMOENERGY CORPORATION

                                            By:  /s/ Dennis Cossey
                                                     Chairman of the Board and
                                                     Chief Executive Officer



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