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[LETTERHEAD OF DEWEY BALLANTINE LLP]
May 5, 2000
BY FAX & EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 3-9
Washington, D.C. 20549
Attention: Jeffrey P. Riedler
Re: Withdrawal of Registration Statement on
Form S-1 filed by Reliance Surety Group, Inc.
on October 27, 1999 (File No. 333-89731)
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Dear Ladies and Gentlemen:
Reliance Surety Group, Inc. (the "Registrant") hereby
withdraws its Registration Statement on Form S-1 filed on October 27, 1999 (File
No. 333-89731) pursuant to the Securities Act of 1933, as amended. As has been
previously announced, Reliance Group Holdings, Inc. ("RGH"), the ultimate parent
company of the Registrant, and certain of RGH's subsidiaries entered into a
definitive agreement with Travelers Casualty and Surety Company ("Travelers") as
of April 10, 2000, to sell the surety and fidelity business of Reliance
Insurance Company and other RGH subsidiaries. Prior thereto, it was intended
that immediately before the closing of the Registrant's initial public offering,
such business was to be transferred to, and would have comprised the principal
operations of, Reliance Surety Company, a wholly-owned subsidiary of the
Registrant.
As a result of RGH's intent to consummate the transaction with
Travelers, the Registrant does not intend to consummate the offering
contemplated in the above referenced Registration Statement. The Registrant,
therefore, does not intend to respond to any of the comments contained in the
staff's letter of November 24, 1999.
Please acknowledge receipt of this letter by stamping the
enclosed copy of this letter and returning it in the self-addressed, stamped
envelope provided. If you have
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Securities and Exchange Commission
May 5, 2000
Page 2
any questions or require any further information with respect to this
application for withdrawal, please contact Paul W. Zeller, General Counsel of
RGH, at (212) 909-1177 or me at (212) 259-6220.
Sincerely yours,
/s/ Jonathan L. Freedman
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Jonathan L. Freedman
cc: Carol M. McGee, Esq.
Securities and Exchange Commission
Paul W. Zeller, Esq.
Senior Vice President and General Counsel of
Reliance Group Holdings, Inc.
