Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
May 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CFI Mortgage Inc.
Registration Statement on Form 8-A
Ladies and Gentlemen:
On behalf of our client, CFI Mortgage Inc., a Delaware
corporation (the "Company"), we hereby withdraw the Company's
Registration Statement on Form 8-A (file no. 000-22271), filed on
March 24, 1997, as amended by Amendment No. 1 thereto, filed on
May 15, 1997.
Very truly yours,
/s/ Kenneth S. Goodwin
