PENN LAUREL FINANCIAL CORP, RW, 1999-12-30

PENN LAUREL FINANCIAL CORP
RW, 1999-12-30
STATE COMMERCIAL BANKS

Previous: PHOENIX STRATEGIC EQUITY SERIES FUND, 485BXT, 1999-12-30

Next: HERITAGE INCOME GROWTH TRUST, 485BPOS, 1999-12-30




                    [LETTERHEAD OF SHUMAKER WILLIAMS, P.C.]



                                                               December 30, 1999

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attention: Maria Gabriela Bianchini

VIA EDGAR AND FACSIMILE

     RE: Penn Laurel Financial Corp.
         Registration Statement on Form 4 No. 333-75585
         Our File No: 98-831

Ladies and Gentlemen:


     Pursuant to Rule 477 and after discussions with the staff of the
Commission, we hereby request withdrawal of the above-referenced Registration
Statement because the shareholders of Clearfield Bank & Trust Company, at the
Special Meeting of Shareholders, did not approve the transaction. They have not
sold shares.

     Also pursuant to our conversation with staff of the Commission, we request
that the withdrawal be effective on or before December 31, 1999.

     If you have any questions or comments with respect to this request or
otherwise, please contact the undersigned.



                                   Very truly yours,


                                   By: /s/ B. Tyler Lincoln
                                       ---------------------
                                       B. Tyler Lincoln


BTLjr