Modtech Holdings Inc – ‘RW’ on 3/25/05

On:  Friday, 3/25/05, at 4:33pm ET   ·   Accession #:  1116679-5-803   ·   File #:  333-122409

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Registration Withdrawal Request
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Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal Request                        2      7K 

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Modtech Holdings, Inc.
 2830 Barrett Avenue
Perris, California 92571

March 25, 2005                                                                  

VIA EDGAR                                                                       
---------                                                                       

United States Securities and Exchange Commission                                
Judiciary Plaza                                                                 
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

Re:     Application for Withdrawal of Registration Statement                    

Ladies and Gentlemen:                                                           

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended   
(the "Act"), Modtech Holdings, Inc., a Delaware corporation (the "Company"),    
respectfully requests that the Securities and Exchange Commission (the          
"Commission") consent to the withdrawal of the Registration Statement filed by  
the Company on Form S-3, File No. 333-122409 on January 31, 2005 (the           
"Registration Statement") and issue an Order to that effect.                    

Please be advised that the Commission has not declared the Registration         
Statement effective, a preliminary prospectus has not been circulated and no    
securities have been sold pursuant to the Registration Statement or in          
connection with the offering contemplated by the Registration Statement. The    
Company respectfully requests that in accordance with Rule 457(p) under the Act,
all fees paid to the Commission in connection with the filing of the            
Registration Statement be credited to the Company's account for future use.     

Please forward a copy of the Order to the undersigned via facsimile at (951)    
943-9814, with a copy to Michael G. McKinnon of Paul, Hastings, Janofsky &      
Walker, LLP at (714) 668-6340, as soon as it is available. If you have any      
questions regarding this application, please do not hesitate to contact Michael 
G. McKinnon of Paul, Hastings, Janofsky & Walker, LLP at (714) 668-6240.        

Thank you for your assistance.                                                  

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United States Securities and Exchange Commission                                
March 25, 2005                                                                  
Page 2                                                                          

                     Very truly yours,

                          Modtech Holdings, Inc.

                               By:    /S/Dennis L. Shogren
                                     ---------------------------
                                   Dennis L. Shogren
                                                 Chief Financial Officer, Senior
                                              Vice President and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘RW’ Filing		Date		First		Last			Other Filings
Filed on:		3/25/05		1		2
		1/31/05		1					S-3,  SC 13D,  SC 13G/A
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