FRANKLIN CONSOLIDATED MINING COMPANY, INC. ROOM 500 76 BEAVER STREET NEW YORK, NEW YORK 1005-3402 May 5, 1998 Securities & Exchange Commission Mail Stop 4-5 Washington, D.C., 20549 Attn: Ms. Quigley Re: Registration Statement on Form SB-2 File No. 333-29101 Filed: June 10, 1997 Dear Ms. Quigley: The Company requests the Commission's consent to withdraw the above captioned Registration Statement, filed June 10, 1997 pursuant to Rule 477. The Company has made this request on behalf of the Shareholders who have requested that the Company withdraw the Registration Statement as all of said Selling Shareholders may be eligible to sell their shares pursuant to Rule 144. Would you please confirm the above request to our Company in writing. Very truly yours, /s/ J. Terry Anderson ---------------------------- J. Terry Anderson, President