March 7, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.
Re: Landsing Pacific Fund, Inc. (the "Fund");
Registration Statement on Form S-3;
File No. 33-67460
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Ladies and Gentlemen:
The Board of Directors of the Fund has determined that it
is in the best interest of the Fund and its stockholders to
withdraw the offering of securities made pursuant to the
referenced registration statement. Therefore, pursuant to Rule
477(a) promulgated under the Securities Act of 1933, as amended,
the Fund hereby applies for withdrawal of such registration
statement and respectively requests that the Commission find such
withdrawal consistent with the public interest and the protection
of investors and that the Commission consent thereto.
Very truly yours,
LANDSING PACIFIC FUND, INC.
By: /s/ Martin I. Zankel
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Martin I. Zankel, Esq.
Chief Executive Officer
