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[QUARLES & BRADY LLP LETTERHEAD]
August 20, 1999
VIA EDGAR AND FAX (202) 942-9527
Securities and Exchange Commission
450 Fifth Street N.W., Mail Stop 0305
Washington, D.C. 20549
Attn: Penny Somer
Re: Futech Interactive Products (Delaware) Inc.
Registration Statement on Form 8-A
SEC File No. 001-15119
Dear Ms. Somer:
This letter is sent on behalf of Futech Interactive Products
(Delaware) Inc. Futech hereby withdraws its registration statement on Form 8-A
filed with the SEC on June 24, 1999. Futech intends to re-file its 8-A at a
later date in conjunction with its registration statement on Form S-4,
Registration No. 333-80131.
Please contact me by phone at (602) 230-4624 or fax at (602) 230-5598
with your comments or questions. I will be on vacation until September 7, 1999
so please call Joseph D. Masterson of my firm at (414) 277-5169 during that time
if you have any comments or questions. Thank you.
Sincerely,
QUARLES & BRADY LLP
/s/ Mark K. Briggs
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Mark K. Briggs