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August 13, 1998
VIA OVERNIGHT COURIER
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Attention: Charles Szurgot
Mail Stop 4-6
RE: CITYSEARCH, INC. REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-57437)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended,
CitySearch, Inc. (the "Company"), requests the withdrawal of the Company's
Registration Statement on Form S-1, file number 333-57437 (the "S-1 Registration
Statement"). The Company was recently presented with a merger opportunity that
its Board of Directors believes would be in the Company's best interests of the
Company to pursue at this time. As a consequence, the Company has determined
not to proceed with the public offering. No offers or sales of the Company's
Common Stock were made pursuant to the S-1 Registration Statement.
If you have any questions, please call John T. Sheridan of Wilson Sonsini
Goodrich & Rosati at (650) 493-9300 or me.
Very truly yours,
/s/ Bradley O. Ramberg
Bradley O. Ramberg
Chief Financial Officer and
Vice President, Finance and Administration
and Secretary
