1 [ATS Letterhead] June 21, 2001 VIA EDGAR TRANSMISSION AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Michael K. Ferraro Re: Advanced Thermal Sciences Corporation Registration Statement on Form S-1 (File No. 333-44384) Dear Mr. Ferraro: Pursuant to Rule 477 of the Securities Act of 1933, as amended, Advanced Thermal Sciences Corporation ("ATS") hereby (i) applies for an order granting the immediate withdrawal of its Registration Statement on Form S-1 (Securities and Exchange Commission (the "Commission") File No. 333-44384), together with all exhibits and amendments thereto (collectively, the "Registration Statement"), and (ii) requests the return of all materials previously filed with the Commission pursuant to Confidential Treatment Requests. The Registration Statement was originally filed on August 23, 2000, and was amended on September 29, 2000, October 10, 2000, October 18, 2000 and December 12, 2000. Based upon changed circumstances in the securities markets, ATS has determined at this time not to pursue the initial public offering contemplated by the Registration Statement. None of ATS' securities have been sold under the Registration Statement. ATS hereby respectfully requests that an order granting the withdrawal of the Registration Statement be issued by the Commission as soon as possible. 2 Please forward copies of the order consenting to the withdrawal of the Registration Statement to the undersigned at Advanced Thermal Sciences Corporation, 3355 East La Palma Avenue, Anaheim, CA 92806 and to Bryn Jedlic at Shearman & Sterling, 555 California Street, San Francisco, CA 94104. If you have any questions regarding this application, please contact Bryn Jedlic of Shearman & Sterling at (415) 616-1188. Very truly yours, ADVANCED THERMAL SCIENCES CORPORATION /s/ Bruce Thayer ------------------------------------- Bruce Thayer President and Chief Operating Officer BJ/jm cc: Rohan S. Weerasinghe, Esq. Victor A. Hebert, Esq.