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On:  Friday, 2/13/04, at 7:46am ET   ·   Accession #:  1189619-4-14   ·   File #:  333-87710

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Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Request for Withdrawal of Registration Statement       1      6K 


Franklin Lake Resources Inc.
172 Starlite Street 
So. San Francisco, CA 94080 
(650) 588-0425

Securities and Exchange Commission                                              
Division of Corporation Finance                                                 
450 Fifth Street N.W.                                                           
Washington, D.C. 20549                                                          

Re: Franklin Lake Resources Inc.                                                
Registration Statement on Form SB-2 originally filed May 7, 2002        
File No. 333-87710                                                      

Ladies and Gentlemen:                                                           

Pursuant to Rule 477 under the Securities Act of 1933, we hereby request the    
immediate withdrawal of our Registration Statement on Form SB-2, together with  
any exhibits and amendments 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 filed in connection with a proposed rights offering  
which we are compelled to abandon due to market conditions and our inability to 
obtain underwriting support. Neither we nor, to the best of our knowledge, the  
selling shareholders, have made any offers or sales under the registration      
statement, nor have we distributed any preliminary prospecti.                   

We also request that all fees paid to the Commission in connection with the     
filing of the Registration Statement be credited to our account with the        
Commission for future use.                                                      

Please contact our corporate counsel, Peter Boyle, or myself at (650) 588-0425  
if at you have questions or require further information regarding this request. 

Sincerely,                                                                      

/s/ Father Gregory Ofiesh                                                       
----------------------------                                                    
President, CEO                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘RW’ Filing		Date		Other Filings
Filed on:		2/13/04		10KSB,  10KSB/A
		5/7/02		SB-2
				List all Filings