September 23, 1996




Bill Underhill, Esq.
Office of Small Business
 Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.E.
Washington, D.C. 20549

     Re:  Dyneco Corporation
          Form SB-2
          File No. 333-7953
          Filed July 11, 1996

Dear Mr. Underhill:

     On July 11, 1996, Dyneco Corporation (the "Company") filed with the 
Securities and Exchange Commission (the "Commission") a Registration 
Statement on Form SB-2 (the "Registration Statement") for the purpose of 
registering 8,244,318 shares of common stock, 940,305 Class D Warrants and 
427,911 Class E Warrants under the Securities Act of 1933, as amended (the 
"Act"). On August 2, 1996, the Company received a comment letter from the 
Commission with respect to the Registration Statement and commenced the 
preparation of a pre-effective amendment. However, due to (1) the lack of 
sufficient operating funds, (2) the need for immediate financing to sustain 
the Company through the registration process, and (3) the Company's desire to 
implement a plan to enable its Class D Warrant holders to exercise their 
respective warrants for a reduced exercise price, the Company has determined 
that it is in the Company's best interest to withdraw the Registration 
Statement until the Company has received sufficient funds to complete the 
registration process. The Company also advises the Commission that none of 
the securities that were registered on behalf of the Company in connection with
the Registration Statement have been sold and/or distributed.





Bill Underhill, Esq.
September 23, 1996
Page 2


     Therefore, pursuant to Rules 477 and 478(c) under the Act, we hereby 
request that the Commission withdraw the Registration Statement at the 
earliest practicable date. If you have any questions, please call Scott D. 
Smith, Esq. at (404) 572-6875 or Linzy O. Scott, III, Esq. at (404) 572-6921.

     Thank you for your assistance in this matter.

                                        Very truly yours,



                                        Richard D. Besser
                                        Chairman of the Board and
                                        Chief Executive Officer

cc:  Scott D. Smith, Esq.