DEERWOOD INC
8-K, 2000-04-03
NON-OPERATING ESTABLISHMENTS
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                                 Deerwood, Inc.
                             10130 E. Winding Trail
                             Tucson, Arizona  85749


                                March 31, 2000

VIA EDGAR


U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549


Re:  Deerwood, Inc.
     Form 10-SB filed February 11, 2000
     File No. 000-29471


Dear Sir or Madam:

I am writing with respect to the  above-referenced  registration  statement (the
"Registration  Statement")  which was  voluntarily  filed with the Commission on
February 11,  2000.  By this  letter,  Deerwood,  Inc.  (the  "Company")  hereby
respectfully  requests that the  Registration  Statement be withdrawn  effective
immediately. The Company has determined that there were numerous errors reported
on the Registration  Statement and wishes to refile the  Registration  Statement
immediately following the correction of the errors.

If you have any questions  regarding this matter,  please call Daniel L. Hodges,
the Company's President at (520) 577-1516.

Very Truly Yours,

Deerwood, Inc.




By:      /s/ Daniel L. Hodges
         ------------------
         Daniel L. Hodges
         President and Chief Financial Officer




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