<PAGE> 1
SIGHT RESOURCE CORPORATION
67 SOUTH BEDFORD STREET
BURLINGTON, MASSACHUSETTS 01803
June 10, 1997
VIA EDGAR
- ---------
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: M. Kathleen Haller, Esquire
Re: Sight Resource Corporation -
Registration Statement on Form S-3 (Registration No. 333-25007)
---------------------------------------------------------------
Dear Ms Haller:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, Sight Resource Corporation (the "Registrant") hereby respectfully
requests that the Securities and Exchange Commission consent to the withdrawal
of its Registration Statement on Form S-3 (Registration No. 333-25007),
originally filed on April 11, 1997, together with all exhibits and amendments
thereto (the "Registration Statement"). The Registrant is requesting such
withdrawal because Mr. Gordon Safran, the named Selling Stockholder who caused
the Registrant's original filing of the Registration Statement when he exercised
his "demand" registration right to require the filing, no longer wishes to
proceed with the registration of his shares for resale to the public. To the
best of our knowledge, none of the shares of the Company's common stock, $.01
par value, for which registration was sought have been resold.
The Registrant further requests that, pursuant to Rule 477(c), an order
with the date of the granting of the withdrawal be included in the file for the
above-captioned Registration Statement in the following manner: "Withdrawn upon
the request of the Registrant, the Commission consenting thereto."
Please address any questions to Lewis J. Geffen, Esquire, at Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston,
Massachusetts 02111, telephone (617) 542-6000, facsimile (617) 542-2241.
Thank you.
SIGHT RESOURCE CORPORATION
By: /s/ William G. McLendon
--------------------------------------
William G. McLendon
President and Chief Executive Officer
<PAGE> 2
cc: Lewis J. Geffen, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Lawrence Bell, Esquire
Benesch Friedlander Coplan & Aronoff
The Nasdaq Stock Market, Inc.
