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HEALTHPLAN SERVICES CORPORATION
3501 Frontage Road
Tampa, Florida 33607
APPLICATION TO WITHDRAW REGISTRATION STATEMENT
March 11, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: Mr. David Link
RE: HEALTHPLAN SERVICES CORPORATION
FORM S-4 REGISTRATION STATEMENT
SEC REG. NO.: 333-16065
Dear Mr. Link
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, HealthPlan Services Corporation (the "Registrant") hereby requests
that the Commission withdraw the above-referenced Registration Statement filed
in connection with a proposed merger of Health Risk Management, Inc.("Health
Risk") with and into a wholly owned subsidiary of the Registrant. On March 5,
1997, the Registrant and Health Risk mutually agreed to terminate the merger.
In connection with the proposed merger, no shares of the Registrant's common
stock were offered or sold.
IN WITNESS WHEREOF, the undersigned has executed this Application to
Withdraw as of March 11, 1997.
HEALTHPLAN SERVICES CORPORATION
By: /s/ JAMES K. MURRAY, JR.
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James K. Murray, Jr.
President and Chief Executive Officer
