<PAGE>
STOCKER & YALE, INC.
32 Hampshire Road
Salem, New Hampshire 03079
(603) 893-8778
February 28, 2000
VIA EDGAR
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Stocker & Yale, Inc. Registration Statement on Form S-3
Filed August 5, 1998 - File No. 333-60721: Application for
Withdrawal
Ladies and Gentlemen:
This application is submitted on behalf of Stocker & Yale, Inc. (the
"Company") with respect to the Company's registration statement on Form S-3
which was filed on August 5, 1998 (File No. 333-60721) (the "Registration
Statement"), requesting that the Registration Statement be withdrawn.
The request for withdrawal is made because the shares being registered
for resale are now eligible for private resale in compliance with Rule 144.
If you have any questions or require any additional information, please
contact the undersigned at (603) 893-8778 or John T. Haggerty of Goodwin,
Procter & Hoar LLP at (617) 570-1526.
Sincerely,
/s/ Gary B. Godin
Gary B. Godin
Chief Financial Officer
cc: Michael K. Ferraro
Securities and Exchange Commission
