STATE CAPITAL BANCORP INC, RW, 1997-02-25

STATE CAPITAL BANCORP INC
RW, 1997-02-25
STATE COMMERCIAL BANKS

Previous: SECOND AUTOMATIC EXCHANGE SECURITY TRUST, N-2, 1997-02-25

Next: NEOMAGIC CORP, S-1/A, 1997-02-25



<PAGE> 1



                               February 24, 1997





Division of Corporation Finance
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

            Re: Withdrawal of State Capital Bancorp, Inc. Form SB-2 Registration
                Statement

Dear Sir or Madam:

      Pursuant to Rule 477(a) and Rule 478(c) of the  Securities  Act of 1933, I
am writing to request, as agent for service of State Capital Bancorp,  Inc., the
consent of the Securities and Exchange  Commission to withdraw the State Capital
Bancorp, Inc. Form SB-2 Registration Statement.  State Capital Bancorp, Inc. has
abandoned a de novo bank  project  under which State  Capital  Bank,  a proposed
Maryland  chartered  trust  company,  was to  have  operated  as a  wholly-owned
subsidiary of State Capital Bancorp,  Inc., and has terminated a proposed public
offering  of  securities  in  favor  of  an  alternative  banking   opportunity.
Therefore, State Capital Bancorp, Inc. believes that withdrawal of the Form SB-2
Registration Statement is consistent with the public interest and the protection
of investors.

      If you have any questions, please do not hesitate to call Philip G. Feigen
or Mary M. Sjoquist at (202) 362-0840 or me at (301) 757-5372.

      Thank you.

                                    Sincerely,

                                    STATE CAPITAL BANCORP, INC.



                                    /s/ John W. Marhefka, Jr.

MMS/TWF