IMALL INC, RW, 1996-10-15

IMALL INC
RW, 1996-10-15
EDUCATIONAL SERVICES

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                                  iMall, Inc.
                          1185 South Mike Jense Circle
                               Provo, Utah 84601
                                 (801)373-1776


                                        October 11, 1996

Ms. Shelly E. Parratt 
United States Securities 
 and Exchange Commission 
450 Fifth Street, N.W.
Washington, DC 20549

          iMall, Inc.: Withdrawl of Registration Statement on Form 10

Dear Ms. Parratt:

     This  letter  constitutes  a  request  by  iMall,  Inc.  ("iMall")  for the
voluntary withdrawal of its registration  statement on Form 10, dated August 14,
1996. There are several reasons for this withdrawl,  including Comment 47 to the
Comment Letter dated October 10, 1996.  iMall intends to refile the registration
statement  at such time as its  accountants  provide it with  updated  financial
statements.  The Form 10 filing by iMall was a  voluntary  filing  and was not a
required  filing under Section 12(g) of the Securities  Exchange Act of 1934, as
amended.

     If you have any questions  regarding iMall's withdrawal of its registration
statement on Form 10, please feel free to call the  undersigned at the telephone
number listed above or David M. Rees at 801/596-8338.


                                   Sincerely, 

                                   /s/ Craig R. Pickering 
                                   
                                   Craig R. Pickering
                                   President