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POWELL, GOLDSTEIN, FRAZER & MURPHY
ATTORNEYS AT LAW
SIXTEENTH FLOOR
191 PEACHTREE TOWER
ATLANTA, GEORGIA 30303
(404) 572-6600
March 9, 1995
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Habersham Bancorp
Registration Statement on Form S-4
(Regis. No. 33-57915)
Ladies and Gentlemen:
Pursuant to Rule 473 promulgated under the Securities Act of 1933, as
amended, and on behalf of our client, Habersham Bancorp (the "Company"), we
hereby amend the above-referenced Registration Statement to include on the
facing page thereof the following paragraph:
"The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine."
Accordingly, we hereby request that the Commission not accept the
Company's prior filing of Amendment No. 1 to the Registration Statement.
Please call the undersigned at 404/572-6952 or Katherine M. Koops at
404/572-6819 if you have any questions regarding this letter.
Very truly yours,
/s/ Kathryn L. Knudson
For POWELL, GOLDSTEIN, FRAZER & MURPHY
cc: Katherine M. Koops, Esq.
