VIA EDGAR AND FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
100 F Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”), Changing World Technologies, Inc. (the
“Company”) hereby respectfully requests that the
Securities and Exchange Commission (the
“Commission”) consent to the withdrawal, effective as of
the date hereof or at the earliest practicable date hereafter, of its Registration Statement on
Form S-1 (File No.
333-156374), together with all exhibits thereto, initially filed on
August 12,
2008, as subsequently amended (collectively, the
“Registration Statement”).
Due to prevailing market conditions,
the Company has determined not to utilize the
Registration Statement for a public offering at this time.
The Company hereby confirms that no
securities have been or will be sold pursuant to the Registration Statement.
The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees
paid to the Commission in connection with the filing of the Registration Statement be credited for
future use.
Please send copies of the written order granting withdrawal of the Registration Statement to
Brian S. Appel at the above-mentioned address, facsimile number (
516) 486-0460, with a copy to
Alexander D. Lynch, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10154,
facsimile number (
212) 310-8007.
If you have any questions with respect to this matter, please contact Alexander D. Lynch of
Weil, Gotshal & Manges LLP at (
212) 310-8971.
Sincerely,
CHANGING WORLD TECHNOLOGIES, INC.
