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March 4, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ISS Group, Inc.
Ladies and Gentlemen:
Reference is made to (i) the Registration Statement on Form
8-A (the "Form 8-A") filed by ISS Group, Inc., a Delaware corporation (the
"Company"), January 22, 1998, and (ii) comment eight of the Staff of the
Securities and Exchange Commission with respect to the Company's Registration
Statement on Form S-1 (Registration No. 333-44529) (the "Form S-1"), in the
letter dated February 25, 1998, addressed to the undersigned.
Because it appears that the Company's Form S-1 will not become
effective within the 60 days after its Form 8-A was filed, the Company hereby
requests that its Form 8-A be withdrawn. The Company will re-file the Form 8-A
at a later date closer to the anticipated effective date of the Form S-1.
Please contact Brad Eastman at (512) 479-2962 if you should
have any questions concerning this matter.
ISS GROUP, INC.
By: /s/ Thomas E. Noonan
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Thomas E. Noonan
President and Chief Executive Officer
