[Letterhead of Crum & Forster Holdings, Inc.]
March 12, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Karen Garnett
Re: Crum & Forster Holdings, Inc.,
Withdrawal of Registration Statement on Form S-1
File No. 333-45885
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Dear Ms. Garnett:
On behalf of Crum & Forster Holdings, Inc. (the "Company"), we
hereby request withdrawal, pursuant to Rule 477(a) of the Securities Act of
1933, of the aforementioned Registration Statement. On March 11, 1998 Xerox
Corporation announced an agreement to sell the Company to Fairfax Financial
Holdings Limited. We also confirm by this letter that no securities have been
sold under the Registration Statement.
Please do not hesitate to contact Mark Kessel at (212)
848-7285 at Shearman & Sterling with any questions you may have regarding the
Registration Statement.
Very truly yours,
Crum & Forster Holdings, Inc.
By: /s/ Gary C. Tolman
Gary C. Tolman
Treasurer
cc: Lars Bang-Jensen
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Mark Kessel
