ISO 9001 Registered


2830 North First Street
San Jose, CA 95134
Telephone: (408) 432-9100

                                                              January 29, 2003

Via Electronic Submission

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

         Re: IMP, Inc.
             Form S-3 Registration Statement
             SEC File Number:  333-95369

Ladies and Gentlemen:

                  Pursuant  to Rule 477 under  the  Securities  Act of 1933,  as
amended,  we respectfully  request that the Registration  Statement of IMP, Inc.
(the "Company") on Form S-3, File Number  333-95369,  together with all exhibits
(the "Registration  Statement"),  be withdrawn.  The Registration  Statement was
initially filed on January 25, 2000.

                  This  withdrawal  request is made  because  the  Company is no
longer   obligated  to  register  the  resale  of  the  shares  covered  by  the
Registration  Statement  by the selling  stockholders  referred to therein.  The
Company  hereby  confirms  that no securities  were sold in connection  with the
offering described in the Registration Statement.

                  Please  forward a copy of the Order  Withdrawing  Registration
Statement to the undersigned via facsimile at (408) 434-1408. Thank you for your

                                                         Very truly yours,


                                                         Subbarao Pinamaneni
                                                         Chief Executive Officer