SANDBOX ENTERTAINMENT CORP, RW, 1998-02-13

SANDBOX ENTERTAINMENT CORP
RW, 1998-02-13
PREPACKAGED SOFTWARE

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                                                               February 12, 1998





Securities and Exchange Commission
450 5th Street NW
Washington, DC  20549

         Re:      Sandbox Entertainment Corporation
                  Registration Statement on Form SB-2; File No. 333-36787

Ladies and Gentlemen:

         Pursuant  to Rule 477  promulgated  under the  Securities  Act of 1933,
Sandbox  Entertainment  Corporation  (the  "Company")  hereby  requests that its
Registration  Statement on Form SB-2,  File No.  333-36787,  and all  Amendments
thereto, be withdrawn. The Company has decided not to continue based on the lead
underwriters' assessment of market conditions.

                                        SANDBOX ENTERTAINMENT CORPORATION


                                        By:      /s/   CHAD M. LITTLE
                                           -------------------------------------
                                                       Chad M. Little
                                           President and Chief Executive Officer