August 12, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
MHI Hospitality Corporation
Registration Statement on Form S-11 (File No. 333-167519)
Ladies and Gentlemen:
Pursuant to Rule 477 (Rule 477) under the Securities Act of 1933, as amended (the Securities Act), MHI Hospitality Corporation (the Company) hereby requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal of the Companys Registration Statement on Form S-11 (File No. 333-167519) filed with the Commission on June 15, 2010, together with all exhibits thereto (the Registration Statement).
The Company requests withdrawal of the Registration Statement because it has determined not to proceed with the public offering contemplated by the Registration Statement. The Registration Statement has not been declared effective by the Commission, and the Company hereby confirms that no securities have been or will be distributed, issued or sold pursuant to the Registration Statement and the prospectus contained therein. Furthermore, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should a subsequent registration statement meeting the requirements of paragraph (p) of Rule 457 under the Securities Act be filed.
It is the Companys understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen calendar days after such date, the Company receives notice from the Commission that this application will not be granted.
If you have any questions regarding this application for withdrawal, please contact Pamela K. Dayanim of Baker & McKenzie LLP at (202) 835-6103.
|Very truly yours,|
|MHI Hospitality Corporation|
|President and Chief Operating Officer|