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EMCORE
Corporation
|
Keith
J. Kosco, Esq.
Chief
Legal Officer &
Corporate
Secretary
10420
Research Road, SE
Albuquerque,
NM 87123 USA
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Tel: (505)
332-5044
Fax: (626)
293-3646
Email: Keith_Kosco@emcore.com
Web: www.emcore.com
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February
11, 2009
VIA FACSIMILE AND
EDGAR
Division
of Corporate Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Celia Soehner
Re: EMCORE
Corporation
Post-Effective
Amendment on Form S-3 to the Registration Statement on Form S-1
File No.
333-149860
Dear Ms.
Soehner:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Act”), EMCORE
Corporation (the “Company”) respectfully requests that the Securities and
Exchange Commission consent to the withdrawal of its Post-Effective Amendment on
Form S-3 to the Registration Statement on Form S-1 (Registration Statement No.
333-149860) (the “Post-Effective Amendment”), filed by the Company on January
23, 2009. The Company requests this withdrawal because the filing was
inadvertently filed under the EDGAR Tag “S-3/A” instead of the EDGAR Tag “POS
AM”. The Company will re-file the Post-Effective Amendment under the EDGAR Tag
“POS AM”. The Post-Effective Amendment was never declared effective and no
securities were sold in connection with the Post Effective
Amendment.
Please
provide the Company a facsimile copy of the order consenting to the withdrawal
of the Registration Statement as soon as it is available. The facsimile number
of the Company is (626) 293-3646, and the facsimile number of our counsel,
Tobias Knapp of Jenner & Block is (212) 909-0820. If you have any questions
regarding this request for withdrawal, please contact Mr. Knapp at (212)
891-1655.
Sincerely,
EMCORE
Corporation
By: s/s Keith
Kosco
Keith
Kosco, Esq.
Chief
Legal Officer and Secretary
cc:
Tobias L. Knapp - Jenner & Block