June 19, 1997

Division of Corporate Finance
United States Securities and Exchange Commission 450 Fifth Street, N. W.
Washington, D.C. 20549

Attention:      Mr. Roger Schwall, Assistant Director

Reference:        Cotton Valley Resources Corporation File 333-16893


Dear Sir:

     Due to the  Company's  ability to  complete a debt  restructuring,  certain
private   financing   which  has  been  offered  to  the   Company,   and  other
considerations,   Cotton  Valley  Resources  Corporation  hereby  withdraws  its
Registration Statement currently on file with the Commission.  Sincerely, COTTON
VALLEY RESOURCES CORPORATION

Eugene A. Soltero
Chief Executive Officer



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