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 8-A
File No. 0-22045
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 an initial
public offering of the Company's Common Stock and Warrants which were to have
been registered under the Securities Exchange Act of 1934 pursuant to 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Registration Statement has withdrawn as underwriter, and the Company has been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 if the Company is subject to the reporting requirements
of the Exchange Act.
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
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May 28, 1997
questions or require any further information concerning this 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
