Skadden, Arps, Slate, Meagher & Flom LLP
Four Embarcadero Center, Suite 3800
San Francisco, California 94111
March 22, 1999
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: David S. Lyon
Stop 4-8
Re: American Finance Group, Inc.
Registration Statement on Form S-1
Registration No. 333-52091
Ladies and Gentlemen:
Application is hereby made on behalf of our client American
Finance Group, Inc. (the "Registrant"), pursuant to Rule 477(a) promulgated
under the Securities Act of 1933, for withdrawal of the captioned
Registration Statement (the "Registration Statement"), including all
amendments and exhibits thereto, previously filed by the Registrant with
the Securities and Exchange Commission. The Registrant's sole stockholder
has determined that it is in the best interests of its own stockholders to
sell the Registrant rather than proceed with a public stock offering.
Please note that no securities have been offered or sold pursuant to the
Registration Statement.
The Registrant respectfully requests that, pursuant to Rule
477(c), an order with the date of the granting of the withdrawal be
included in the file for the Registration Statement.
Please contact me at the above address by mail or by telephone at
(415) 984-6462 with any questions or comments regarding this application.
Very truly yours,
/s/ David L. Covington
---------------------------
David L. Covington
cc: Susan C. Santo
Donald R. Dugan, Jr.
Louis J. Geffen
Theodore J. Kozloff
