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August 4, 2000
VIA HAND DELIVERY
John D. Reynolds, Esq.
Office of Small Business
Division of Corporation Finance
United States Securities and Exchange Commission
Mail Stop 3-4
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Stewart Finance Company;
Registration Statement on Form SB-2 (File No. 333-76243)
Dear Mr. Reynolds:
Pursuant to Rule 477(a) and (c) under the Securities Act of 1933, as
amended, Stewart Finance Company, a Georgia corporation (the "Company") hereby
requests that the Securities and Exchange Commission consent to the withdrawal
of the Company's registration statement on Form SB-2 (File No. 333-76243),
originally filed with the SEC on April 14, 1999, as amended by pre-effective
amendment no. 1, filed with the SEC on November 5, 1999 (the registration
statement, as so amended, being referred to as the "Registration Statement").
For reasons that the staff has been apprised of supplementally in the
course of its review of and comment on the Registration Statement, the Company
has determined not to proceed with the rescission offer for the securities
described therein. The Company believes that withdrawal of the Registration
Statement is consistent with the public interest and the protection of
investors.
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John D. Reynolds, Esq.
Office of Small Business
August 4, 2000
Page 2
If you have questions or comments about the foregoing, please call the
undersigned at (706) 486-4163 or either Donald Meiers, Esq. at (202) 828-1871,
Allison Wade, Esq. or Stanley H. Pollock, Esq. at (404) 817-8500 of Holland &
Knight LLP, the Company's counsel.
Very truly yours,
/s/ John B. Stewart, Jr.
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John B. Stewart, Jr.
President
cc: Allison Wade, Esq., Holland & Knight LLP
Stanley H. Pollock, Esq., Holland & Knight LLP
Donald H. Meiers, Esq., Holland & Knight LLP
