July 8, 1997
Securities and Exchange Commission
Division of Corporation Finance
450 5th Street, NW
Washington, DC 20549
Jackson Hewitt Inc. Withdrawal of Registration Statement
On Form SB-2
Commission File No. 33-94162
To Whom It May Concern:
Pursuant to Rules 477 and 478 under the Securities Act of 1933, Jackson
Hewitt Inc. ("Company") hereby requests consent from the Securities and
Exchange Commission to withdraw the Company's Registration Statement on Form
SB-2, Commission File No. 33-94162 ("Registration Statement"). The offering
described in the Registration Statement was terminated in 1995 when the Company
and the underwriter for the offering determined that the Company's Convertible
Subordinated Debentures could not be sold on terms acceptable to the Company.
Please do not hesitate to contact John M. Paris, Jr., counsel to the
Company, at 757-624-3181 should you have any questions regarding the foregoing.
Sincerely,
/s/ Keith E. Alessi
---------------------
Keith E. Alessi
Chairman of the Board,
President and Chief Executive Officer
cc: John M. Paris, Jr., Esq.
