KEY CAPITAL CORP, RW, 1999-03-12

KEY CAPITAL CORP
RW, 1999-03-12
STATE COMMERCIAL BANKS

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              [KEY CAPITAL CORPORATION LETTERHEAD]



                         March 12, 1999



Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      RE:  Key Capital Corporation
           Registration Statement on Form S-1
           ----------------------------------
           File No: 333-65445

Gentlemen:

Pursuant to Rule 477 and the authority granted by Rule 478(c)
under the Securities Act of 1933, the undersigned agent for
service named in the captioned filing hereby applies to withdraw
the Registration Statement on Form S-1 filed by Key Capital
Corporation (the "Registrant") on October 8, 1998, and Pre-
Effective Amendment No. 1 to the Registration Statement on Form
S-1, filed by the Registrant on March 3, 1999.  The Registrant
believes that the withdrawal of this registration statement best
serves the public interest at this time.

If you require additional information or have any questions you
may contact me at (410) 363-7050.

                                Very truly yours,

                                /s/ David H. Wells, Jr.

                                David H. Wells, Jr.
                                Agent for Service