<PAGE> 1
[LLOYD S. PANTELL, APLC LETTERHEAD]
May 28, 1997
VIA EDGAR
- ---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Filing Desk, Stop 3-10
Washington, D.C. 20549
Re: Nevada Manhattan Mining Incorporated
Withdrawal of
Registration Statement of Form SB-2
------------------------------------
Ladies and Gentlemen:
On behalf of Nevada Manhattan Mining Incorporated, a Nevada corporation
(the "Company"), we hereby request the withdrawal of the Company's Registration
Statement on Form SB-2 relating to the registration of $22,755,000 of common
stock of the Company (Registration Statement No. 333-17423). The reason for
this withdrawal request is that the aforementioned Registration Statement
inadvertently omitted the delaying amendment language provided in Rule 473. As
a result, the Registration Statement became effective before the Company
received comments thereto from the Commission.
The Company has filed earlier on this date a new Registration Statement
on Form SB-2 with appropriate delaying amendment language. This new Registration
Statement seeks to carry forward the registration of all securities sought to be
registered in connection with Registration Statement No. 333-17423.
If you have any questions, please do not hesitate to contact the
undersigned at (310) 443-9559.
Very truly yours,
/s/ LLOYD S. PANTELL, APLC
Lloyd S. Pantell
cc: Joseph E. Calio
