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GO2NET, INC.
1301 FIFTH AVENUE
SUITE 3320
SEATTLE, WA 98101
March 21, 1997
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: go2net, Inc. - Registration Statement on Form 8-A (File No. 000-22047)
Ladies and Gentlemen:
We are writing to apply for the withdrawal of the Registration Statement on
Form 8-A (Reg. No. 000-22047) (the "Form 8-A") of go2net, Inc. (the "Company").
The Form 8-A was filed on January 24, 1997 with the expectation that the
Company's Registration Statement on Form S-1 (Reg. No. 333-19051) with respect
to the registration under the Securities Act of 1933 of up to 1,825,000 shares
of the Company's common stock would be effective within 60 days of the filing of
the Form 8-A, and that the effective date of the Form 8-A would be accelerated
to the effective date of the Registration Statement on Form S-1 referenced
above. However, the Registration Statement on Form S-1 will not be effective
within such 60 day period, and the Company hereby respectfully requests that the
Commission consent to the withdrawal of the Form 8-A, such that in the event the
Registration Statement in Form S-1 referenced above is declared effective, the
Company will be able to have filed a Registration Statement on Form 8-A which
may be declared effective concurrently therewith. The Company believes that such
withdrawal is consistent with the public interest and the protection of
investors.
The Company would be pleased to provide additional information to the
Commission to the extent it has subsequent questions or comments. Kindly address
any such questions or comments to Michael J. Riccio, Jr. or Joseph Listengart of
Hutchins, Wheeler & Dittmar, 101 Federal Street, Boston, MA 02110, telephone
number (617) 951-6600.
go2net, Inc.
By: /s/ Manuel Rubio
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Manuel Rubio, Director and Secretary
