<PAGE> 1
March 27, 1997
Via EDGAR and via Federal Express
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: CKS Group, Inc.
Withdrawal of Registration Statement on Form S-3
File No. 333-18085
Ladies and Gentlemen:
CKS GROUP, Inc. (the "Company") filed a Registration Statement on Form S-3
(File No. 333-18085) with the Securities and Exchange Commission (the
"Commission") on December 17, 1996 to register shares of Common Stock which the
Company expected to issue to Donovan & Green, Inc. ("D&G") in connection with
the closing of the acquisition (the "Acquisition") of the assets of D&G
pursuant to the Asset Purchase Agreement dated October 4, 1996 between the
Company, D&G and the shareholders of D&G (the "Purchase Agreement").
The Company hereby requests that the Commission withdraw such Registration
Statement on Form S-3 (the "Form S-3"). The Form S-3 is being withdrawn due to
the fact that subsequent to the filing of the Form S-3, the Purchase Agreement
was amended such that no shares of Common Stock the Company were issued to D&G
in connection with the closing of the Acquisition, although such shares may be
issued to D&G in the future. The Company further advised the Commission that no
shares of Common Stock of the Company sought to be registered pursuant to the
Form S-3 have been issued.
Please stamp the enclosed additional copy of this letter with the date of
receipt and return it to the undersigned in the envelope provided.
If you should have any further questions regarding this request for
withdrawal, please do no hesitate to contact me at (408) 366-5100 or Ramsey
Hanna of Wilson, Sonsini, Goodrich & Rosati, our legal counsel, at (415)
493-9300.
Very truly yours,
/s/ Robert T. Clarkson
Executive Vice President
cc: Steven C. Duvall, Esq.
Doreen Miller, Esq.
