Atossa
Genetics, Inc.
Seattle
Life Sciences Building
1124
Columbia Street, Suite 621
Seattle,
Washington 98104
February
14, 2011
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street NE
Washington,
DC 20549
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Re:
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Atossa
Genetics, Inc.
Withdrawal
of Registration Statement on Form S-1
File Number:
333-169703
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Ladies
and Gentlemen:
Atossa
Genetics, Inc. (the “Company”) hereby respectfully requests the withdrawal,
effective as of the date hereof, of the Company’s Registration Statement on Form
S-1 (File No. 333-169703) filed with the United States Securities and
Exchange Commission (the “Commission”) on October 1, 2010, together with all
exhibits thereto (the “Registration Statement”).
The
Company submits this request for withdrawal as it does not believe it is
practicable to pursue the contemplated public offering at this time. The Company
confirms that no securities have been distributed, issued or sold pursuant to
the Registration Statement or the prospectus contained therein. The
Company also acknowledges that no refund will be made for fees paid to the
Commission in connection with filing of the Registration Statement. However, the
Company requests, in accordance with Rule 457(p) under the Securities Act of
1933 (the “Act”) that all fees paid to the Commission in connection with the
filing of the Registration Statement be credited to the Company’s account, to be
offset against the filing fee for any future registration
statement(s). In accordance with Rule 477(c) under the
Act, the Company acknowledges that it may undertake subsequent offerings
pursuant to Rule 155(c) under the Act.
Please
send copies of the written order granting withdrawal of the Registration
Statement to Atossa Genetics, Inc. at the address set forth above. If you
have any questions with respect to this matter, please contact the undersigned
at (206) 325-6086.
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Sincerely,
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/s/
Steven C. Quay
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Steven
C. Quay, M.D., Ph.D.
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Chief
Executive Officer
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