Securities Exchange Act of 1934
Rule 12h-3

December 11, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, it is the Division's view that the effectiveness of CPA:14 Holdings Inc.'s registration statement on Form S-4 and the post-effective amendment thereto during the fiscal year 2006 would not preclude CPA:14 Holdings Inc. from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note the following:

• no securities of CPA:14 Holdings Inc. were sold pursuant to the registration statement on Form S-4;
   
• CPA:14 Holdings Inc. has filed a post-effective amendment to the registration statement on Form S-4 to deregister the securities of CPA:14 Holdings Inc.;
   
• CPA:14 Holdings Inc. has filed the articles of dissolution with the State of Maryland; and
   
• CPA:14 Holdings Inc. will file a Form 15 making appropriate claims pursuant to Rule 12h-3 under the Exchange Act no later than the filing deadline for its Form 10-Q for the quarter ended September 30, 2006.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/cpa14121106.htm