CROCKER REALTY TRUST INC, RW, 1996-09-10

CROCKER REALTY TRUST INC
RW, 1996-09-10
REAL ESTATE INVESTMENT TRUSTS

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September 10, 1996 


VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Crocker Realty Trust, Inc.
         REGISTRATION STATEMENT ON FORM S-11, NO. 333-2494

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended, Crocker
Realty Trust, Inc. hereby withdraws its Registration Statement on Form S-11, No.
333-2494, which was filed on March 18, 1996 with the Securities and Exchange
Commission, because of the company's planned merger with Highwoods Properties,
Inc.

Kindly acknowledge receipt of this letter by stamping and returning the enclosed
copy of this letter in the provided self-addressed stamped envelope.

Very truly yours,



CROCKER REALTY TRUST, INC.


By:    /S/ RICHARD S. ACKERMAN
Name:  Richard S. Ackerman
Title:  Agent for service for the above referenced registration statement

cc:  Mary Fraser (by facsimile)