MONTGOMERY REALTY GROUP, INC.
400 Oyster Point Blvd., Suite 415
So. San Francisco, CA 94080
Telephone (650) 266-8080
Telecopy (650) 266-8089
March 17, 2000
Max Webb, Special Counsel via Edgar
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 4-8
Washington, D.C. 20549
Re: Montgomery Realty Group
Form 10-SB
File No. 0-28981
Request for Withdrawal
Dear Mr. Webb:
On January 19, 2000, Montgomery Realty Group, Inc. ("Montgomery") filed
its Form 10-SB with the Securities and Exchange Commission ("SEC"). A comment
letter was issued by the SEC and Montgomery filed its Form 10-SB/A Amendment 1
on March 17, 2000, which amendment included financial statements for the period
ended December 31, 1999, audited by Deloitte & Touche.
Absent a withdrawal of the registration statement, Montgomery's
registration statement will become effective March 20, 2000. Montgomery's stock
is lightly traded, with less than 40,000 shares traded year to date, at the
trading price of approximately $3.00 (total trading less than $120,000 year to
date).
Montgomery stock was traded on the Over the Counter Electronic Bulletin
Board ("OTCEBB") but is now on the "Pink Sheets" as the registration was not
effective as of February 10, 2000. We understand that for the stock to be
returned to the OTCEBB the SEC must complete its comments, including review of
any amendments filed by Montgomery. We further understand that withdrawl of the
current registration statement will permit the SEC to continue its review of
Montgomery's filings, and that the registration will be effective as soon as the
SEC has completed its review. Montgomery will not have to wait a new 60 day
period before its registration is effective.
Based on the foregoing understandings by Montgomery, Montgomery hereby
requests that the registration statement filed January 19, 2000 be withdrawn
pursuant to Commission rules, pending a review of Amendment 1.
If you have any further questions or comments, you may direct them to
me or our outside counsel, James R. Kruse, Kruse, Landa, & Maycock, L.L.C. (801)
531-7090.
Sincerely yours,
MONTGOMERY REALTY GROUP, INC.
/s/
Dinesh Maniar, President
