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[ORTHODONTIC CENTERS OF AMERICA LETTERHEAD]
October 25, 2000
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Orthodontic Centers of America, Inc.
Registration Statement on Form S-3 (Reg. No. 333-47614)
Application for Withdrawal of Registration Statement
Ladies and Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933, Orthodontic
Centers of America, Inc. (the "Registrant") hereby applies for an order granting
the immediate withdrawal of its Registration Statement on Form S-3,
(Registration No. 333-47614), together with all exhibits thereto, as filed with
the Securities and Exchange Commission on October 10, 2000 (the "Registration
Statement").
Pursuant to the Registration Statement, the Registrant proposed to
register an aggregate of 4,396,105 shares of its Common Stock (the "Shares") for
offer and sale to the public. No securities have been offered or sold under the
Registration Statement. The Registrant believes that it is not advisable to
proceed with the offer and sale of the Shares at this time due to current
conditions in the securities market. Accordingly, we hereby request that the
Securities and Exchange Commission issue an order granting the withdrawal of the
Registration Statement immediately or as soon as practicable.
Please do not hesitate to contact the undersigned, or Donald R. Moody
(legal counsel to the Registrant) at (615) 780-2852, if you have any questions
or comments regarding this matter.
Very truly yours,
/s/ Bartholomew F. Palmisano, Sr.
President and Chief Executive Officer
cc: Kevin Hands, Esq. (Mail Stop 3-9)
J. Chase Cole, Esq.
Donald R. Moody, Esq.
Donald J. Murray, Esq.
