May 20, 1997



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


          RE:  Registration Statement on Form S-1
               Registration No. 333-06009


Ladies and Gentlemen:

     AMBAR,   Inc.   (the   "Registrant")   hereby  makes  this
application under Rule 477(a) of the Securities Act of 1933, as
amended, for withdrawal of its registration statement  on  Form
S-1  (registration  number 333-06009) filed with the Commission
on June 14, 1996,   relating  to the proposed sale of 3,500,000
shares of the Registrant's common  stock.  Pursuant to a tender
offer  that  was  completed  on  August 6,  1996,  all  of  the
outstanding stock of AMBAR, Inc. was  purchased by an affiliate
of  the  Beacon  Group; accordingly, the Registrant  is  hereby
requesting  withdrawal  of  such  registration  statement.   In
addition, the  Registrant  hereby  represents that no offers or
sales of the shares covered by the registration  statement have
been made.

                                        Sincerely yours,

                                        /s/ Randolph M. Moity, Sr.

                                        Randolph M. Moity, Sr.

cc:  Roger H. Schwall