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Registration Letter

Chapter 21 B. Forms and Documents

[Letterhead of Counsel to the Issuer]


Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: XYZ Corporation

Registration Statement on Form S-2


On behalf of ABC Corporation (the "Registrant") and for the purpose of registering up to ____________ shares of the Registrant's common stock, par value $----, under the Securities Act of 1933, as amended, enclosed are the following:

1. Three (3) copies of the Registration Statement on Form S-2 ("Registration Statement"), including the preliminary prospectus and all exhibits thereto, one of which is manually signed and two of which contain conformed signatures.

2. Ten (10) additional conformed copies of the Registration Statement.

3. Cashier's check in payment of the required statutory filing fee.

If you have any questions or comments regarding this filing, please contact the undersigned.

Please acknowledge receipt of the enclosed by affixing your file stamp to the enclosed copy of this letter and returning it in the self-addressed, stamped envelope provided.