1 [QUARLES & BRADY LLP LETTERHEAD] August 20, 1999 VIA EDGAR AND FAX (202) 942-9527 Securities and Exchange Commission 450 Fifth Street N.W., Mail Stop 0305 Washington, D.C. 20549 Attn: Penny Somer Re: Futech Interactive Products (Delaware) Inc. Registration Statement on Form 8-A SEC File No. 001-15119 Dear Ms. Somer: This letter is sent on behalf of Futech Interactive Products (Delaware) Inc. Futech hereby withdraws its registration statement on Form 8-A filed with the SEC on June 24, 1999. Futech intends to re-file its 8-A at a later date in conjunction with its registration statement on Form S-4, Registration No. 333-80131. Please contact me by phone at (602) 230-4624 or fax at (602) 230-5598 with your comments or questions. I will be on vacation until September 7, 1999 so please call Joseph D. Masterson of my firm at (414) 277-5169 during that time if you have any comments or questions. Thank you. Sincerely, QUARLES & BRADY LLP /s/ Mark K. Briggs ------------------- Mark K. Briggs