CHESAPEAKE
UTILITIES CORPORATION
909
Silver Lake Boulevard
VIA
EDGAR
U.S.
Securities and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549-0405
Re: Form
RW -
Request for Withdrawal
Registration
Statement on Form S-3
Ladies
and gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended, Chesapeake Utilities
Corporation (the “Company”), hereby makes application to withdraw its
registration statement on Form S-3, filed on June 21, 2006, File No. 333-135204
(the “Registration Statement”), effective as of the date hereof or at the
earliest practicable date. We are making this request for withdrawal due
to
filing the registration statement with an improper EDGAR tag; we will be
re-filing the registration statement with the proper EDGAR tag.
Pursuant
to the Registration Statement, the Company proposed to register shares of
its
common stock, par value $0.4867 per share, and/or debt securities of the
Company
(together, the “Securities”) for sale by the Company. The Registration Statement
has not been declared effective, and none of the Securities have been issued
or
sold pursuant to the Registration Statement. No shareholder of the Company
has a
right to require such registration or to sell any of the Securities that
were
the subject of the Registration Statement.
Accordingly,
the Company hereby requests that the Commission grant the withdrawal of the
Registration Statement and credit to the Company’s account all fees paid by the
Company in connection with the filing of the Registration Statement for future
use by the Company pursuant to Rule 457(p). Please provide a copy of any
order
issued to the undersigned via mail and via facsimile to (302)
734-6750.
If
you
have any questions with respect to his matter, please contact the Company’s
counsel, Jeffery Q. Jonasen, at 407-649-4082. Thank you.
Sincerely,
/s/
Michael P. McMasters
Michael
P. McMasters
Senior
Vice President and Chief Financial Officer
