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TSW International, Inc.
3301 Windy Ridge Parkway
Atlanta, Georgia 30339
(770) 952-8444
August 6, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Attn: James M. Daly
Assistant Director
Division of Corporation Finance
Re: TSW International, Inc. (CIK No. 0001038594)
Registration Statement on Form S-1 (Registration No. 333-26535)
Dear Mr. Daly:
In accordance with Rule 477 promulgated pursuant to the Securities Act
of 1933, as amended, TSW International, Inc. ("TSW") respectfully files this
application to withdraw its above-referenced Registration Statement on Form
S-1 as filed with the Securities and Exchange Commission (the "Commission")
on May 6, 1997. As a result of its pending merger with The Indus Group, Inc.,
TSW no longer plans to go forward with the initial public offering
contemplated by the Registration Statement as filed.
We therefore request that the Commission consent to the withdrawal of
such registration statement with an order granting the withdrawal as of the
date of the filing of this application.
Please do not hesitate to contact Daniel T. Falstad of Troutman
Sanders LLP at (404) 885-3514 if you have any questions regarding this
request. Thank you for your assistance.
Sincerely,
TSW INTERNATIONAL, INC.
By: /s/ JOHN F. BARTELS
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John F. Bartels
Senior Vice President and Chief
Financial Officer
