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US STOCKS-Wall St flat, all eyes on Brexit vote

* Tesla falls after offering to buy SolarCity (Swiss: SCTY.SW - news)

* Adobe, FedEx (Swiss: FDX.SW - news) down a day after earnings

* Indexes down: Dow 0.2 pct, S&P 0.06 pct, Nasdaq (NasdaqGS: NDAQ - news) 0.06 pct (Updates prices, changes byline)

By Rodrigo Campos

June 22 (Reuters) - U.S (Other OTC: UBGXF - news) . stocks were little changed on Wednesday after paring initial gains, with focus on Thursday's referendum on whether Britain will remain part of the European Union.

Stocks rose early after data showed U.S. home resales rose in May to a more than nine-year high, adding to retail sales and international trade data that painted an upbeat picture of the economy in the second quarter.

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The S&P 500 once more hit a ceiling at the 2,100 level, which has been an area where sellers cluster.

Attention remained on Britain's Thursday vote. A poll published on Wednesday showed a statistical tie, with the 'Leave' camp with 45 percent, just one point ahead of 'Remain,' and 9 percent undecided. Oddsmakers, however, showed a clear advantage for the 'Remain' camp.

Investors also kept an eye on U.S. Federal Reserve Chair Janet Yellen's second day of testimony to Congress. She (Munich: SOQ.MU - news) repeated her speech from Tuesday, in which she played down the risk of a recession, but warned that the British referendum and a U.S. hiring slowdown posed risks to the economic outlook.

"Today is a whole lot of nothing," said Art Hogan, chief market strategist at Wunderlich Securities in New York.

"We are clawing back some of the losses from last week and are in a bit of a holding pattern ahead of tomorrow's vote. I think if there is a 'Leave' vote, then a July rate hike is definitely off the table and we might be looking at just one hike in December."

The Dow Jones industrial average fell 34.79 points, or 0.2 percent, to 17,794.94, the S&P 500 lost 1.29 points, or 0.06 percent, to 2,087.61 and the Nasdaq Composite dropped 3.05 points, or 0.06 percent, to 4,840.71.

Tesla Motors (Xetra: A1CX3T - news) was down 10.4 percent at $196.80 after the Elon Musk-owned electric car maker made an offer to buy his solar installation firm SolarCity in a deal worth as much as $2.8 billion. SolarCity was up 4.1 percent at $22.05

FedEx fell 4.1 percent to $157.16 a day after it reported a quarterly loss.

Adobe Systems (Swiss: ADBE.SW - news) was down 5.7 percent at $94.0401 after its second-quarter revenue and full-year revenue forecast just about met analysts' estimates.

The S&P 500 posted 25 new 52-week highs and 3 new lows; the Nasdaq recorded 54 new highs and 52 new lows. (Reporting by Rodrigo Campos, additional reporting by Tanya Agrawal; Editing by Meredith Mazzilli)