[GOODWIN, PROCTER & HOAR LETTERHEAD]
January 27, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Town & Country Corporation
Registration Statement on Form S-2
(File No. 33-57407)
Ladies and Gentlemen:
Enclosed for filing on behalf of Town & Country Corporation (the "Company")
pursuant to Rule 473 of the Securities Act of 1933, as amended, please find the
following language which should be added to the cover page of the Company's
Registration Statement on Form S-2 (File No. 33-57407) as a delaying amendment:
"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."
If you have any questions or comments relating to the above-mentioned
delaying amendment, please contact the undersigned at (617) 570-1865.
Very truly yours,
/s/ James A. Matarese
James A. Matarese
JAM/ec
cc: American Stock Exchange
Mr. Robert Bartelmes (via facsimile: 202-942-9531)
Elliot J. Mark, Esq.
