Southern States Power Company, Inc. . 4505 Allstate Drive, Suite 108 Riverside, California 92501 April 21, 2004 VIA EDGAR ---------- Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 Re: Southern States Power Company, Inc. --------------------------------------- Request to Withdraw Registration Statement on Form S-8 ------------------------------------------------------------- (File No. 333-111351) ----------------------- Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Southern States Power Company, Inc., a Delaware corporation (the "Company"), hereby applies for an order granting the immediate withdrawal of its Registration Statement on Form S-8 (File No. 333-111351) together with all amendments thereof and exhibits thereto (the "Registration Statement"), on grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors as contemplated by Rule 477(a). The Registration Statement was originally filed with the Securities and Exchange Commission (the "Commission") on December 19, 2003. Based upon recent communications, the Company has determined that the Consulting Agreement and Registration Statement as filed had not been approved by the Company's Board of Directors. Since the Company does not intend to approve and/or ratify the Consulting Agreement, the Board of Directors and management of the Company believe that withdrawal of the Registration Statement is appropriate. If you have any questions regarding this application for withdrawal, please contact Marc R. Tow, Esq. of Marc R. Tow & Associates, legal counsel to the Company, at 949-975-0544. Sincerely, /s/ Harrison McCoy Harrison McCoy President