November
21, 2007
Securities
and Exchange Commission
Division
of Corporation Finance
100
F
Street, N.E.
Washington,
D.C. 20549
Re:
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IsoRay,
Inc.
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Request
to Withdraw Amendment to Registration Statement on Form SB-2 filed
on
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February 16,
2007
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Registration
No. 333-138024
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Ladies
and Gentlemen:
In
accordance with Rule 477 under the Securities Act of 1933, as amended (the
“Securities Act”), IsoRay, Inc. (the “Company”) hereby respectfully requests
withdrawal of post-effective amendment no. 1 filed with the Securities and
Exchange Commission (the “Commission”) on February 16, 2007 (the
“Amendment”) with respect to the Registration Statement on Form SB-2
(Registration No. 333-138024) (the “Registration Statement”) of the
Company. The Company requests the withdrawal of the Amendment due to the fact
that the subsequent filing of the Company’s Annual Report on Form 10-KSB before
the Amendment’s effectiveness resulted in stale financial statements requiring
an additional amendment to the Registration Statement, which has been filed.
No
securities were sold in connection with the Amendment.
For
the
sake of clarity, the Company is making no request with respect to the
Registration Statement or any amendments or supplements thereto (including,
without limitation, Post-Effective Amendment No. 2 on Form SB-2 to the
Registration Statement, filed on November 16, 2007), other than the
Amendment.
Please
provide a copy of the order granting the Company’s request for withdrawal of the
Amendment to our outside legal counsel, Stephen Boatwright, by facsimile at
(602) 248-2822. If you have any questions with regard to this request for
withdrawal, please contact Mr. Boatwright at (602) 230-6361.
Very
truly yours,
ISORAY,
INC.
By:
/s/
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ROGER
E. GIRARD
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Name:
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Roger
E. Girard
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Title:
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President
and Chief Executive Officer
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