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LIGGETT GROUP INC.
700 West Main Street
Durham, NC 27702
August 8, 1996
Paul Swegle, Esq.
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Re: Liggett Group Inc.
Post-Effective Amendment No. 2 to
Registration Statement on Form S-1
with respect to 19.75% Series C
Senior Secured Notes due 1999
(File No. 33-75224)
_____________________________
Dear Mr. Swegle:
Liggett Group Inc., a Delaware corporation (the "Company"), is hereby
withdrawing electronically via the EDGAR System, pursuant to Rule 477 under the
Securities Act of 1933, its Post-Effective Amendment No. 2 (the "Amendment") to
the Company's Registration Statement (the "Registration Statement") on Form S-1
(File No. 33-75224) relating to its 19.75% Series C Senior Secured Notes due
1999 (the "Notes"). The Amendment was filed with the Commission on April 30,
1996. The filing of the Amendment was made by the Company in accordance with
the provisions of a registration rights agreement with the selling security
holders. Given the passage of time, the Company has determined that it is no
longer required under the terms of the registration rights agreement to
maintain the effectiveness of the Registration Statement. Accordingly, the
Company seeks to withdraw the Amendment.
Thank you for your cooperation in this matter.
Very truly yours,
/s/ Samuel M. Veasey
-----------------------
Samuel M. Veasey
Vice President and
Chief Financial Officer
cc: Ann Firsching (SEC)
Mark L. Weissler (Milbank, Tweed,
Hadley & McCloy)
