XYBERNAUT CORPORATION
12071 Fair Lakes Circle
Fairfax, Virginia 22033
December 11, 1998
By Edgar and Facsimile
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. James M. Daly
Re: Registration Statement No. 333-65123
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Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
Xybernaut Corporation (the "Company") hereby applies for the withdrawal of the
above-captioned Registration Statement and all amendments and exhibits thereto
as the Company has determined to no longer proceed to offer the Common Stock
contemplated to be offered by said Registration Statement due to the fact that
as a result of the delay encountered with the filing of the Registration
Statement, the Company and the investor have agreed to terminate the financing
arrangement. No sales have been made under said Registration Statement.
Very truly yours,
XYBERNAUT CORPORATION
/s/ Edward G. Newman
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Edward G. Newman,
President
