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NATIONSBANC MONTGOMERY SECURITIES LLC
600 Montgomery Street
San Francisco, CA 94111
October 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20545
Re: Scientific Learning Corporation (the "Company")
Registration Statement No. 333-56545
Request for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, the
undersigned, as representative of the several underwriters for the proposed
offering of securities to which the above-captioned Registration Statement on
Form S-1 (SEC File No. 333-56545) (the "Registration Statement") relates, hereby
joins in the Company's request to withdrawal the Registration Statement on the
grounds that current market conditions do not support a public offering of the
Registrants' Common Stock at this time.
Very truly yours,
NATIONSBANC MONTGOMERY SECURITIES LLC
BANCAMERICA ROBERTSON STEPHENS
PACIFIC GROWTH EQUITIES, INC.
By: /s/ REVELL HORSEY
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NATIONSBANC MONTGOMERY SECURITIES LLC
