AW 1 awrequest.txt WITHDRAWAL OF AMENDMENT SBM Certificate Company 5101 River Road Suite 101 Bethesda, Maryland 20816 301-656-4200 January 12, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: SBM Certificate Company CIK: 0000870398 Request for Withdrawal of Amendment to Registration Statement on Form S-1 FILE NO. 033-38066 Ladies and Gentlemen: SBM Certificate Company (the "Company") hereby requests the withdrawal of Post-Effective Amendment No. 13 (the "Amendment"), filed on December 28, 2000, to the Company's Form S-1 Registration Statement No. 033-38066 (the "Registration Statement"). The Amendment was filed with the Commission, by EDGAR, in order to respond to comments of the staff on the Company's previously filed Post-Effective Amendment No. 12 to the Registration Statement, update information contained in the prospectus, including later dated unaudited financial statements, effect other revisions to the prospectus, and file certain exhibits. The Amendment was accepted on December 27, 2000 (17:51), with a filing date of December 28, 2000 (08:00). We are requesting the withdrawal of the Amendment because it contained an error in the sequence of pages included in Part II of the Amendment, thereby causing confusion upon a review of the document. The error was not detected until shortly after the Amendment was filed. A corrected post-effective amendment has since been filed by the Company. The Company, as the registrant, requests withdrawal of the Amendment pursuant to Rule 477(a) under the Securities Act of 1933. Sincerely, /s/JOHN J. LAWBAUGH ------------------- John J. Lawbaugh Chairman of the Board -2-