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[MEDPARTNERS LETTERHEAD]
November 17, 1997
VIA EDGAR
Ms. Shelley E. Parratt
Securities and Exchange Commission
Division of Corporate Finance
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: CAREMARK INTERNATIONAL INC. -
REGISTRATION STATEMENT ON FORM S-3
(FILE NO. 33-98144)
Dear Ms. Parratt:
Caremark International Inc. (the "Registrant"), pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended, hereby applies to
withdraw its Registration Statement on Form S-3 (File No. 33-98144) filed with
the Securities and Exchange Commission on October 13, 1995.
On September 5, 1996, PPM Merger Corporation, a wholly-owned subsidiary
of MedPartners, Inc., was merged with and into the Registrant with the result
that the Registrant became a wholly-owned subsidiary of MedPartners, Inc. In
connection with this merger a Form 15 was filed on behalf of the Registrant on
November 1, 1996.
Please direct any inquiries regarding this application to counsel for
the Registrant, F. Hampton McFadden, Jr., Esq., at (205) 251-1000.
Sincerely,
/s/ J. Brooke Johnston, Jr.
---------------------------
J. Brooke Johnston, Jr.
Senior Vice President
and General Counsel
