VCS Technologies, Inc. 456 Glenbrook Road Stamford, CT 06906 November 24, 1998 Barbara Jacobs Deputy Chief, Office of Small Business United States Securities and Exchange Commission Washington, D.C. 20549 Re: Application to Withdraw Registration Statement File No. 333-64753 ------------------ Dear Ms. Jacobs: Reference is made to the registration statement on Form SB-2, File No. 333-64753 (the "Registration Statement"), filed with the United States Securities and Exchange Commission (the "Commission") on September 30, 1998 by VCS Technologies, Inc. (the "Company") in connection with the proposed initial public offering (the "Offering") of the Company's securities. Due to current market conditions, the Company and its underwriter, Gilford Securities Incorporated, have mutually agreed not to proceed with the Offering. Accordingly, the Company hereby applies to withdraw the Registration Statement and requests the Commission's consent to such withdrawal. The Company hereby affirms that none of the securities proposed to be sold in the Offering have been offered or sold. Very truly yours, /s/ William E. Wheaton, III --------------------------- William E. Wheaton, III President