Southern States Power Company, Inc. .
                         4505 Allstate Drive, Suite 108
                           Riverside, California 92501

April  21,  2004

VIA  EDGAR
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Securities  and  Exchange  Commission
450  Fifth  Street  N.W.
Washington,  DC  20549

Re:     Southern  States  Power  Company,  Inc.
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        Request  to  Withdraw  Registration  Statement  on  Form  S-8
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        (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