PRIME RECEIVABLES CORPORATION
9111 Duke Boulevard
Mason, Ohio 45040-8999
April 10, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prime Receivables Corporation
Registration Statement on Form S-1 (File No. 333-34331)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended, Prime Receivables Corporation (the "Company")
requests that the above-referenced Registration Statement (the
"Registration Statement") be withdrawn. The Company has
determined not to proceed with the offering and sale of
securities contemplated by the Registration Statement, and no
securities have been so offered or sold. The Company
respectfully requests that the Commission issue the order
granting the withdrawal of the Registration Statement effective
immediately.
Please direct any questions regarding the foregoing to Mark
E. Betzen or Troy B. Lewis of Jones, Day, Reavis & Pogue at (214)
220-3939. Thank you for your assistance.
Very truly yours,
PRIME RECEIVABLES CORPORATION
By: /s/ Susan P. Storer
Susan P. Storer
President
cc: Bryan K. Brown, Esq.
Securities and Exchange Commission
Troy B. Lewis, Esq.
Jones, Day, Reavis & Pogue
Andrew M. Faulkner, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
New York Stock Exchange
