How to prepare legal forms (click here)

Registration Letter

Chapter 21 B. Forms and Documents

Note: The following forms and documents are prepared by the above under the laws and practice prevailing as of [Date]. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter.

REGISTRATION LETTER

[Letterhead of Counsel to the Issuer]

Date

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: XYZ Corporation

Registration Statement on Form S-2

Gentlemen:

On behalf of XYZ Corporation (the "Registrant") and for the purpose of registering up to ____________ shares of the Registrant's common stock, par value $.01, 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.

Sincerely,

Enclosures