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Request For Acceleration

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.

[Letterhead of XYZ Corporation]

Date

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: XYZ Corporation

File No.

Gentlemen:

The undersigned, XYZ Corporation, hereby requests that the effective date of the above Registration Statement on Form S-2 be accelerated to ___________, 20__, 10:00 A.M., New York Time, or as soon thereafter as is practicable.

Sincerely,

XYZ Corporation

By:______________________