February 12, 2007 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: INGEN TECHNOLOGIES, INC. REGISTRATION STATEMENT ON FORM SB-2 FILED ON DECEMBER 15, 2006 REGISTRATION NO. 333-139421 REQUEST FOR WITHDRAWAL Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, Ingen Technologies, Inc. (the "Company") hereby applies for the withdrawal of its registration statement on Form SB-2, File No. 333-139421, which was filed on December 15, 2006 (the "Registration Statement"). Such withdrawal is requested, as the Company is uncertain of the basis for determining that the transaction is appropriately characterized as an offering to be made by or on behalf of persons other than the registrant, consistent with Rule 415(a)(1)(i). As a result, the Company determined that it should withdraw the SB-2. No sales of any of the Company's securities have been completed and the Registration Statement has not been declared effective by the Commission. However, the Company may undertake a private offering in the future in reliance on Securities Act Rule 155(c). Should you have any comments please contact the Company's legal counsel, Richard I. Anslow, Esq. at (732) 409-1212. Very truly yours, INGEN TECHNOLOGIES, INC. By: /s/ Scott R. Sand ----------------------- Scott R. Sand Chief Executive Officer