[LETTERHEAD OF FIDELITY HOLDINGS, INC]
March 2, 1998
Mr. Richard K. Wulff, Chief
Office of Small Business
Securities and Exchange Commission
450 Fifth Street, NW
Mail Stop 3-4
Washington, DC 20549
Re: Fidelity Holdings, Inc.
Registration Statement on Form SB-2
Amendment No. 1 filed January 8, 1998
(file No. 333-38563)
Dear Mr. Wulff:
On behalf of Fidelity Holdings, Inc. (the "Company"), and in connection with the
Company's filing of Amendment No. 1("Amendment No. 1") to its Registration
Statement on Form SB-2, initially filed with the Securities and Exchange
Commission (the "Commission") on October 23, 1997, please note that, effective
immediately, we are withdrawing such Registration Statement and canceling the
related public offering.
Please contact me directly if you have any questions or comments regarding the
foregoing.
Very truly yours,
/s/ Bruce Bendell
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Chairman of the Board
