Spectrum Sciences & Software Holdings Corp.
                                91 Hill Avenue NW
                        Fort Walton Beach, Florida 32548
                                 (850) 796-0909



August  19,  2003


Via  Facsimile  (202)942-9531;  (202)  504-2474
-----------------------------------------------

Attn:  Chris  Edwards,  Daniel  Horwood,  Shannon  May
United  States  Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549


     Re:     Spectrum  Sciences  &  Software  Holdings  Corp.
             Request  for  withdrawal  of  Form  10-SB  filed  on  June 10, 2003
             File  No.:  1-31710
             ACCESSION  NUMBER:  0001176721-03-000060

Dear  Mr.  Edwards,  Mr.  Horwood  and  Ms.  May:

Spectrum  Sciences  &  Software  Holdings  Corp.  requests  a  withdrawal of its
registration  statement  on  Form 10-SB (File No. 1-31710)  as amended on August
11, 2003 pursuant to Rule 477 of the Securities Act of 1933.  We are withdrawing
this  registration  statement  because  the tag is incorrect.  The tag should be
10-SB12G  not  10-SB12B.  Herb Scholl of the SEC advised us that the best way to
proceed  would  be to withdraw the registration statement and then re-file under
the  correct  tag.

Furthermore,  no  securities  were  sold  in  connection  with this registration
statement.  The  registration  statement  has not been declared effective by the
Commission.

Accordingly  we  respectfully request that the Commission grant an order for the
withdrawal  of  the  registration  statement  as  soon  as  possible.

Please do not hesitate to call Kevin F. Barrett of Gottbetter & Partners, LLP at
(310)  450-5728  with  any  questions  that  you may have regarding this matter.

Sincerely  yours,

/s/  Nancy  Chadderon  Gontarek
Nancy  Chadderon  Gontarek
COO
Spectrum  Sciences  &  Software  Holdings  Corp.