JTH TAX, INC.
                                2610 Potters Road
                            Virginia Beach, VA 23452


                                October 21, 1998



Mr. Donald J. Rinehart
United States Securities and
  Exchange Commission
Division of Corporation Finance
Mail Stop 3-4
Washington, D.C. 20549

         Re:      JTH Tax, Inc. Form SB-2
                  File No. 333-58085

Dear Mr. Rinehart:

         On  behalf  of  JTH  Tax,   Inc.,  I  request  the  withdrawal  of  the
Registration Statement referred to above. The Company has elected to pursue this
offering as a Regulation D offering  under Rule 506, and none of the  securities
covered by the offering  described in the Registration  Statement have been sold
at this time.

         If you have any  questions,  please do not  hesitate  to call  Kathleen
Curry at 757-340-7610, or our outside counsel, James J. Wheaton at 757-628-5619.

                                  Very truly yours,



                                  John T. Hewitt
                                  President