SBM Certificate Company
5101 River Road
Suite 101
Bethesda, Maryland 20816
301-656-4200
January 12, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SBM Certificate Company
CIK: 0000870398
Request for Withdrawal of Amendment
to Registration Statement on Form S-1
FILE NO. 033-38066
Ladies and Gentlemen:
SBM Certificate Company (the "Company") hereby requests the withdrawal
of Post-Effective Amendment No. 13 (the "Amendment"), filed on December 28,
2000, to the Company's Form S-1 Registration Statement No. 033-38066 (the
"Registration Statement"). The Amendment was filed with the Commission, by
EDGAR, in order to respond to comments of the staff on the Company's
previously filed Post-Effective Amendment No. 12 to the Registration
Statement, update information contained in the prospectus, including later
dated unaudited financial statements, effect other revisions to the
prospectus, and file certain exhibits.
The Amendment was accepted on December 27, 2000 (17:51), with a filing
date of December 28, 2000 (08:00). We are requesting the withdrawal of the
Amendment because it contained an error in the sequence of pages included in
Part II of the Amendment, thereby causing confusion upon a review of the
document. The error was not detected until shortly after the Amendment was
filed. A corrected post-effective amendment has since been filed by the
Company.
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The Company, as the registrant, requests withdrawal of the Amendment
pursuant to Rule 477(a) under the Securities Act of 1933.
Sincerely,
/s/JOHN J. LAWBAUGH
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John J. Lawbaugh
Chairman of the Board
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