September 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: FOHP, Inc. Application for Withdrawal of Registration
Statement on Form S-1 (Registration No. 33-80817)
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, FOHP, Inc.
(the "Company") hereby applies for withdrawal of its Registration Statement
on Form S-1 (Registration No. 33-80817) (the "Registration Statement"), which
was filed with the Securities and Exchange Commission on December 22, 1995.
Due to the Company's recent financial condition, the Board of Directors of the
Company has deemed it in the best interests of the Company for the Company to
delay its expansion into the New York and Pennsylvania markets as contemplated
in the Registration Statement. Inasmuch as the primary purpose of the offerings
contemplated by the Registration Statement was to raise capital for expansion
into the New York and Pennsylvania markets, the Company has decided not to
proceed with such offerings at this time. As a result, the Registration
Statement is no longer necessary.
If the Staff has any questions regarding this application for withdrawal
of the Registration Statement, please telephone collect either the undersigned
at (908) 224-7867, or Paul T. Colella of Giordano, Halleran & Ciesla, outside
counsel to the Company, at (908) 741-3900.
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Securities and Exchange Commission
September 12, 1996
Page 2
If the Commission grants the withdrawal contemplated by this application,
please provide us with a copy of the order granting such withdrawal.
Thank you for your attention to this matter.
Very truly yours,
/s/ DONALD PARISI
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Donald Parisi
Senior Vice President,
General Counsel and Secretary
cc: Deborah S. Schwager
Joel K. Levine
