Remedent, Inc. – ‘RW’ on 1/29/04

On:  Thursday, 1/29/04, at 4:25pm ET   ·   Accession #:  1144204-4-703   ·   File #:  333-96999

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Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal Request                        2      8K 

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REMEDENT USA, INC.
 XAVIER DE COCKLAAN 42
9831 DEURLE, BELGIUM

January 29, 2004

VIA EDGAR AND OVERNIGHT DELIVERY                                                

Securities and Exchange Commission                                              
Division of Corporation Finance                                                 
450 Fifth Street N.W.                                                           
Washington, D.C. 20549                                                          

Re:  Remedent USA, Inc.                                                 
Request to Withdraw Registration Statement on Form SB-2       
(File No. 333-96999)                                          

Ladies and Gentlemen:                                                           

       Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), Remedent USA, Inc., a Nevada corporation (the   
"Company"), hereby applies for an order granting the immediate withdrawal of its
Registration Statement on Form SB-2 (File No. 333-96999) together with exhibits 
thereto (the "Registration Statement"), on grounds that withdrawal of the       
Registration Statement is consistent with the public interest and the protection
of investors as contemplated by Rule 477(a). The Registration Statement was     
originally filed with the Securities and Exchange Commission (the "Commission") 
on August 24, 2002.                                                             

      The Registration Statement was filed in connection with the proposed
public offering of shares of the Company's common stock (the "Shares"). Because 
of the high expenses of proceeding with the public offering contemplated by the 
Registration Statement, the Company has determined not to pursue the offering at
this time. Therefore the Company's board of directors and management believe    
that withdrawal of the Registration Statement is appropriate.                   

 The Company confirms that no preliminary prospectuses have been
distributed, no securities have been issued or sold pursuant to the Registration
Statement or the prospectus contained therein and all activity regarding the    
proposed public offering has been discontinued.                                 

       The Company requests that, pursuant to Rule 477(c), an order with the
date of granting of the request for withdrawal be included in the file for the  
Registration Statement on Form SB-2 in the following manner:                    

"Withdrawn upon request of the Registrant, the Commission consenting thereto."  

         Pursuant to Rule 477(c), the Company hereby advises the Commission that
the Company may undertake a subsequent private offering in reliance on Rule     
155(c) under the Securities Act.                                                

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   The Company also requests that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited to the     
Company's account with the Commission for future use.                           

Sincerely,                                                                      

REMEDENT, USA, INC.                                                             

/s/ Robin List                                                                  
----------------------------                                                    
By: Robin List                                                                  
Its: Chief Executive Officer                                                    

cc: Ms. Peggy Fisher -- Securities and Exchange Commission                      

Dates Referenced Herein

				Referenced-On Page
This ‘RW’ Filing		Date		First		Last			Other Filings
Filed on:		1/29/04		1					None on these Dates
		8/24/02		1
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