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| February 12, 2007 | ||
The Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
| Re: | PainCare Holdings, Inc. | |
| Form S-3 Registration Statement | ||
| Dated January 31, 2006; Filed January 31, 2006 | ||
| File No. 333-132118 |
Dear Sir or Madam:
PainCare Holdings, Inc. (the "Company") filed a registration statement on Form S-3 (File No. 333-132118) on March 1, 2006 (the "Registration Statement"). The Registration Statement was never declared effective by the United States Securities and Exchange Commission (the "Commission"). The Company is no longer eligible to use Form S-3. Therefore, please accept this letter as the Company's notification of its withdrawal of the Registration Statement.
Any questions should be directed to Clint J. Gage at Arnstein & Lehr LLP at the contact information set forth above.
Thank you for your assistance.
Very truly yours,
/s/ Arnstein & Lehr LLP
cc: Jennifer Loomis (PainCare)
