ENVIRONMENTAL SYSTEMS PRODUCTS HOLDINGS INC. 11 Kripes Road East Granby, CT 06026-9720 Telecopy No.: (860) 392-2106 August 18, 2003 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Attn: Filing Desk Re: Environmental Systems Products Holdings Inc. Registration Statement on Form S-1 (File No. 333-69399) Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as amended (the "Act"), Environmental Systems Products Holdings Inc. (the "Company") hereby requests the withdrawal of the registration statement on Form S-1 filed by the Company and its subsidiaries listed on the signature page hereto with the Securities and Exchange Commission (the "Commission") on December 22, 1998, as amended by Amendment No. 1 thereto filed with the Commission by the Company on February 23, 1999, and all exhibits thereto filed (the "Registration Statement"). The Company determined not to proceed with the registration and sale of the securities covered by the Registration Statement. No securities were sold pursuant to the Registration Statement. The Company requests in accordance with Rule 457(p) under the Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for the future use of the Company's account. If you have any questions regarding this application for withdrawal, please do not hesitate to contact, Mark Mandel (212-819-8546) or Jonathan Kahn (212-819-8291) of White & Case LLP. Sincerely, ENVIRONMENTAL SYSTEMS PRODUCTS HOLDINGS INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIRONMENTAL SYSTEMS PRODUCTS, INC. formerly known as ENVIRONMENTAL SYSTEMS TESTING, INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIROTEST SYSTEMS CORP. (DE), for itself, and as the successor corporation to ENVIROTEST HOLDINGS, INC., ENVIROTEST ACQUISITIONS CO. and ES FUNDING CORPORATION By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIROTEST SYSTEMS CORP. (WA) By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIROTEST TECHNOLOGIES, INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIROTEST PARTNERS by ENVIROTEST SYSTEMS CORP. (DE), its General Partner By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIROTEST ILLINOIS, INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer ENVIROTEST WISCONSIN, INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer REMOTE SENSING TECHNOLOGIES, INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer WELLMAN OVERSEAS LTD. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer WELLMAN NORTH AMERICA, INC. By: /s/ John G. Ruth, Jr. ----------------------------------- Name: John G. Ruth, Jr. Title: Executive Vice President and Chief Financial Officer