Withdrawal of Registration Statement (rw)
August 01 2017 - 3:31PM
Edgar (US Regulatory)
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IEG
Holdings Corporation
6160
W. Tropicana, Suite E-13
Las
Vegas, Nevada 89103
Office
Phone: (702) 227-5626
Fax
Number: (702) 227-5626
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August
1, 2017
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
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Re:
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IEG
Holdings Corporation
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Request
for Withdrawal of Registration Statement on Form S-4
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File
No. 333-219260
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Ladies
and Gentlemen:
IEG
Holdings Corporation, a Florida corporation (the “Company”), hereby respectfully requests that the Company’s
registration statement on Form S-4 (Registration Statement No. 333-219260), and all exhibits filed therewith and amendments
thereto, be withdrawn effective immediately pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”). The Company’s request is based on the fact that the Company has decided not to proceed with
the exchange offer that is the subject of the Registration Statement. The Registration Statement was never declared effective
and no securities of the Company were sold in connection with the offering.
The
Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Securities and Exchange
Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset
against the filing fee for any future registration statement of the Company or an affiliate of the Company.
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Very
truly yours,
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IEG
HOLDINGS CORPORATION
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By:
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/s/
Paul Mathieson
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Paul
Mathieson
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Chief
Executive Officer
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