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August 4, 2000
VIA HAND DELIVERY
Greg Dundas, Esq.
Division of Corporation Finance
United States Securities and Exchange Commission
Mail Stop 4-8
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Stewart Finance Company Holdings, Inc.
Registration Statement on Form SB-2 (File No. 333-90915)
Dear Mr. Dundas:
Pursuant to Rule 477(a) and (c) under the Securities Act of 1933, as
amended, Stewart Finance Company Holdings, Inc., a Georgia corporation (the
"Company"), hereby requests that the Securities and Exchange Commission consent
to the withdrawal of the Company's registration statement on Form SB-2 (File
No. 333-90915), filed with the SEC on November 12, 1999 (the "Registration
Statement").
The request to withdraw the Registration Statement is being made
concurrently with a request to withdraw the registration statement on Form SB-2
(File No. 333-76243) of Stewart Finance Company, a wholly-owned subsidiary of
the Company. The Company has determined not to offer its securities to the
public at this time given actions currently contemplated by Stewart Finance
Company.
The Company believes that withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, and notes
that neither the Company nor anyone acting on its behalf circulated preliminary
prospectuses in connection with the proposed offering.
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Greg Dundas, Esq.
Division of Corporation Finance
August 4, 2000
Page 2
If you have questions or comments about the foregoing, please call the
undersigned at (706) 486-4163 or either Donald Meiers, Esq. at (202) 828-1871,
Allison Wade, Esq. or Stanley H. Pollock, Esq. at (404) 817-8500 of Holland &
Knight LLP, the Company's counsel. You might also find it helpful to consult
with John D. Reynolds in the Office of Small Business for background
information concerning the requested withdrawal of the above-referenced
registration statement of Stewart Finance Company.
Very truly yours,
/s/ John B. Stewart, Jr.
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John B. Stewart, Jr.
President
cc: Allison Wade, Esq., Holland & Knight LLP
Stanley H. Pollock, Esq., Holland & Knight LLP
Donald H. Meiers, Esq., Holland & Knight LLP
