September 10, 1998


Mr. David Leeb
Mail Stop 4-9
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

   
   RE: Magic Lantern Group, File No. 000-24629

Dear Mr. Leeb;

Please  withdraw  the Form 10 submitted for Magic  Lantern  Group.  The
comments  contained  in  your  letter of  August  18,  1998  are  being
addressed  and  will  be incorporated into a Form  10-SB  to  be  filed
shortly.

Sincerely,
Magic Lantern, Inc.

By: /s/ Daniel G. Chapman
Daniel G. Chapman, Esq.