JULIE L. SPRAU
(612)470-6115
February 12, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 3-11
Washington, D.C. 20549
Re: Withdrawal of Pallet Recycling Associates of North America, Inc.'s
Registration Statement on Form S-1
(File No. 333-3968)
Ladies and Gentlemen:
On behalf of Pallet Recycling Associates of North America, Inc., a
Minnesota corporation (the "Company"), in connection with the above referenced
Registration Statement (the "Registration Statement"), we respectfully request
that such registration statement be withdrawn from the Securities and Exchange
Commission's (the "Commission") registration review process.
The above Registration Statement related to the proposed registration
of 3,162,500 shares of the Company's Common Stock. The original Registration
Statement was filed with the Commission on April 24, 1996. Pre-effective
amendment no. 1 to the Registration Statement was filed with the Commission on
September 5, 1996.
Due to changes in the Company's management and the financial
performance of the Company, the Company has decided to postpone its proposed
public offering. No securities were offered or sold pursuant to the above
referenced registration statement.
The originals of all communications relating to the Registration
Statement should be sent to James A. Bartholomew, acting President and Chief
Financial Officer of the Company at 2665 Long Lake Road, Suite 120, Roseville,
Minnesota 55113. We would appreciate it if you would also send copies of all
communications to Kenneth L. Cutler, Esq., Dorsey & Whitney, 220 South Sixth
Street, Minneapolis, Minnesota 55402.
If you have any questions concerning the enclosed materials, please
telephone the undersigned at (612)470-6115 or, in her absence, Kenneth L. Cutler
at (612)340-2740.
Very truly yours,
/s/ Julie L. Sprau
Julie L. Sprau
JLS
cc: James A. Bartholomew
Jospeh Radecki
Joseph T. Kinning, Esq.
Kenneth L. Cutler, Esq.
