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GOULSTON & STORRS
A Professional Corporation
Counsellors at Law
400 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02110-3333
(617) 482-1776
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TELECOPY/FAX (617) 574-4112
December 20, 1996
BY ELECTRONIC TRANSMISSION
Securities and Exchange Commission
6432 General Green Way
Alexandria, Virginia 22312
Re: Photoelectron Corporation
File No. 333-14541
Form 8-A No. 0-21667
Dear Sir or Madam:
On behalf of Photoelectron Corporation (the "Company"), we hereby withdraw
the Form 8-A previously filed by the Company on November 1, 1996.
This withdrawal is being requested in light of the fact that it is unlikely
that the Company's Registration Statement on Form S-1 will be effective within
60 days after the filing date of the Form 8-A. The Company intends to refile
the Form 8-A at a date closer to the anticipated effective date of the
Registration Statement, along with a request to accelerate the effectiveness of
the Form 8-A to the date that the Registration Statement is declared effective.
Very truly yours,
/s/ Daniel R. Avery
Daniel R. Avery
DRA/lmg
Enclosures
cc: Securities and Exchange Commission (Hard Copy)
The NASDAQ Stock Market, Inc.
David Lavan, Esq.
