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                                                   July 17, 1996


VIA EDGAR
- ---------

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

Attention:  Paula Dubberly
            Division of Corporation Finance

          Re:  Withdrawal of Registration Statement on
               Form S-1 of Q Clubs Inc. (File No. 333-3216)
               --------------------------------------------

Dear Ms. Dubberly:

                  On behalf of Q Clubs Inc., a Delaware corporation (the
"Company"), and in accordance with Rule 477 under the Securities Act of 1933
(the "Act"), and as a result of the comments received from the Staff, we hereby
apply for withdrawal of the Company's Registration Statement on Form S-1 (File
No. 333-3216) filed with the Securities and Exchange Commission (the
"Commission") on April 4, 1996, as amended on May 10, 1996 (the "Registration
Statement"). The Company respectfully requests that if the Commission does grant
the withdrawal, the Commission will continue to have discussions with the
Company so that an appropriate accounting method can be mutually agreed upon.
The Company understands that pursuant to Rule 477 the registration fee paid
under the Registration Statement is not refundable.

                  In the event that the Commission consents to such withdrawal,
please forward a copy of the order granting such withdrawal to the undersigned.
Please do not hesitate to contact David P. Porter at (216) 586-7215 with any
questions regarding this application for withdrawal.

                                                     Very truly yours,

                                                     /s/ Richard A. Intorcio

                                                     Richard A. Intorcio