SpectRx, Inc. 02-18-2008 Registration Statement Withdrawn
February 19, 2008
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: SpectRx, Inc.
Registration Statement on Form SB-2
File No. 333-149047
Ladies/Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as
amended, SpectRx, Inc. (the "Company") hereby requests withdrawal of its
registration statement on Form SB‑2 (Registration Statement No. 333-149047) (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission (the "Commission") on February 4, 2008. The Registration Statement
is being withdrawn because the Company is no longer eligible to register shares
using this registration statement format. No securities were sold in connection
with the offering.
The Company requests that the Commission consent to this
application on the grounds that the withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, as
contemplated by paragraph (a) of Rule 477.
The Registrant requests that, in accordance with Rule
457(p) of the Securities Act, all fees paid to the SEC in connection with the
filing of the Registration Statement be credited for future use.
If you have any questions or comments relating to this
request for withdrawal, please contact me at 770-242-8723.
Sincerely,
SPECTRX, INC.
/s/ Mark L. Faupel
Mark L. Faupel, Ph.D.
Chief Executive Officer