September 16, 1996

VIA EDGAR TRANSMISSION

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

Re:  Cardiopulmonary Corp.
     CIK: 0001014538
     Registration No. 1-11945
  
Ladies and Gentlemen:

     On behalf of Cardiopulmonary Corp. (the "Company"), we hereby
withdraw the registration statement on Form 8-A filed with the
Commission by EDGAR on July 18, 1996.  The Company expects to file
a substantially similar registration statement prior to the date of
any request for acceleration of the effective date of the
above-referenced registration statement on Form S-1.

     Please note that this letter is intended to replace another
letter which was filed on behalf of the Company earlier today,
which inadvertently referenced Registration No. 333-04315.  The
Company does not wish to withdraw Registration No. 333-04315. 
On behalf of the Company, we hereby request that the earlier letter
referencing Registration No. 333-04315 be rescinded.

     If you have any questions regarding this matter, please
telephone the undersigned at (212) 318-3103 or Robert E. L.
deButts, Jr. of this office at (212) 318-3020.

                                    Very truly yours,

                                    /s/ CHARLES S. LEE

                                    Charles S. Lee


CSL/gr

cc:  Jeffrey Epstein, Esq. (via facsimile)
     Office of EDGAR Policy (via facsimile)