MAYFAIR HOMES CORPORATION
3633 Wheeler Road, Suite 140
Augusta Georgia 30909
May 22, 1997
Richard K. Wulff
Chief, Office of Small Business
United States Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mayfair Homes Corporation -
Registration Statement on Form SB-2
File No. 333-5612
Dear Mr. Wulff:
On behalf of Mayfair Homes Corporation, I hereby apply for withdrawal
of the above referenced Registration Statement. The grounds for making this
application are that the firm which had committed to underwrite the initial
public offering of the Company's Common Stock and Warrants registered under
the Registration Statement has withdrawn as underwriter, and the Company has
been unable to find another firm to conduct the underwriting.
The Company has decided that it is in its best interests to discontinue
the proposed underwriting and, instead, to sell securities through its own
officers in a transaction exempt from registration pursuant to Rule 504 under
the Securities Act. We have been advised by our counsel that this will
necessitate withdrawal of the Registration Statement, as the proposed exempt
offering may not be made while it is still pending.
As we wish to commence the sale of shares in the Rule 504 offering as
soon as possible, your prompt attention to this request will be most
appreciated. If you should have any questions or require any further information
concerning this
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May 28, 1997
matter, please contact our counsel, Paul H. DeCoster, Jackson & Nash LLP,
330 Madison Avenue, New York, New York 10017 (telephone number 212-370-8114
and fax number 212-370-8152).
Very truly yours,
MAYFAIR HOMES CORPORATION
By E. Samuel Evans, President
