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April 14, 1998
VIA FACSIMILE
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7-8
Washington, D.C. 20549
Attn: Richard K. Wulff
John Reynolds
Re: Phoenix Preschool Holdings, Inc.
Registration Statement on Form SB-2 (No. 333-31407)
(1933 Act File No. 333-31407)
Gentlemen:
On behalf of Phoenix Preschool Holdings, Inc. (the "Company"), I hereby
request that the Company's Registration Statement on Form SB-2 (No. 333-31407)
be withdrawn effective immediately. The Company has determined to withdraw the
Registration Statement and delay its contemplated public offering until a later
date when its business has grown to a level sufficient to merit a larger
offering that will permit a wider distribution of its shares.
Please feel free to call Michael Medveckus, Esq. (215) 569-5335
regarding this request.
Sincerely,
MICHAEL C. KOFFLER, President
cc w/encl.: Frederick D. Lipman, Esq.
Arthur Marcus, Esquire
