RW 1 rw1204.txt HILLMAN CAPITAL MGMT. INVESTMENT TRUST HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST 116 South Franklin Street Post Office Box 69 Rocky Mount, North Carolina 27802 (252) 972-9922 December 13, 2004 VIA EDGAR ========= Division of Investment Management Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Hillman Capital Management Investment Trust ("Trust") (CIK No. 0001122649) Request for Withdrawal of Registration Statement --------------------------------------------------------------------------- Dear Ladies and Gentlemen: In an attempt to file a Post-Effective Amendment to the Trust's existing Registration Statement on form type "485BPOS" with the Securities and Exchange Commission ("Commission") on December 3, 2004, the filing was inadvertently filed on form type "N-1A." The accession number for this filing is 0001122649-04-000009 and the filing generated a new file number of 333-120995 under Securities Act of 1933, as amended ("1933 Act"). The Trust respectfully requests a withdrawal of this new registration statement and file number 333-120995 ("New Registration Statement") from the Commission as soon as practically possible pursuant to Rule 477 of Regulation C under the 1933 Act. All securities sold to date have been sold pursuant to the Trust's existing registration statement. No securities were sold pursuant to the New Registration Statement, which was inadvertently filed. If you have any questions concerning the foregoing, please call the undersigned at (252) 972-9922, extension 215, or Thomas W. Steed, Esq. at (252) 972-9922, extension 216. Sincerely, Hillman Capital Management Investment Trust /s/ Julian G. Winters Julian G. Winters Assistant Secretary and Assistant Treasurer CC: Ruth A. Sanders Senior Special Counsel Division of Investment Management Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 F. Scott Thomas, Esq. Parker, Poe, Adams and Bernstein L.L.P. Three Wachovia Center 401 South Tryon Street, Suite 3000 Charlotte, NC 28202