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[LETTERHEAD OF JONES EDUCATION COMPANY APPEARS HERE]
April 3, 1997
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: David Lynn, Esq.
Re: Jones Education Company
Withdrawal of Registration Statement on Form S-1
File No. 333-11135
Ladies and Gentlemen:
Jones Education Company (the "Company") filed a Registration
Statement on Form S-1 (File No. 333-11135) with the Securities and Exchange
Commission (the "Commission") on August 30, 1996 in connection with a proposed
initial public offering of its Class A Common Stock. The Form S-1 was
subsequently amended on October 4, 1996 and again on December 20, 1996.
The Company hereby requests that the Commission withdraw the Form
S-1 from registration. The Company believes that, due to market conditions, it
will not be advisable for the Company to proceed with an initial public offering
of its securities in the near future.
If you have any questions regarding this request for withdrawal,
please do not hesitate to contact the undersigned at 303/784-8400 or Tony
Jeffries of Davis, Graham & Stubbs LLP, our legal counsel, at 303/892-7336.
Sincerely,
/s/ Wallace W. Griffin
President
cc: Steven Brown
Nasdaq National Market
