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STONE & WEBSTER, INCORPORATED
250 WEST 34th STREET
P. O. BOX 1244
NEW YORK, NEW YORK 10116
August 12, 1994
Securities and Exchange Commission
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D. C. 20549
Re: Registration Statement on Form S-3
Registration No. 33-53191
Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933 as
amended, Stone & Webster, Incorporated (the "Company") hereby
requests the withdrawal of the above-captioned Registration
Statement No. 33-53191. The Registration Statement was filed with
respect to only 1,725 shares of common stock (the "Shares")
proposed to be sold by a single individual Selling Stockholder, who
is an officer of the Company, for tax reasons. Since the filing of
the Registration Statement, the Company has been advised by the
Selling Stockholder that he no longer intends to sell the Shares
covered by the Registration Statement. The Company believes that,
since there is no longer any need for such Registration Statement,
its withdrawal is consistent with the public interest and the
protection of investors (Rule 477(a)).
We hereby request that the Commission consent to this
application for withdrawal and issue an order granting such
withdrawal as promptly as possible.
If you need any additional information, please call either
George J. Martin, Jr. of Mudge Rose Guthrie Alexander & Ferdon at
(212) 510-7420 or John P. McGann of the Company at (212) 290-7473.
Very truly yours,
William M. Egan
Executive Vice President
