<PAGE> 1
Digital Entertainment Network, Inc.
2230 Broadway
Santa Monica, California 90404
February 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Digital Entertainment Network, Inc. (the "Company")
Registration Statement on Form S-1, File No. 333-87317
Ladies and Gentlemen:
The Company hereby applies for withdrawal of the Company's
Registration Statement (File No. 333-87317) on Form S-1 filed with the
Securities and Exchange Commission on September 17, 1999 (the "Registration
Statement"). The Company has experienced significant changes in its management
and business since filing the Registration Statement in September, and does not
believe that it is in the best interest of the Company nor in the best interest
of its investors to proceed with a proposed public offering at this time. Since
the Registration Statement was not declared effective by the Commission, no
shares of Common Stock as described in the Registration Statement were sold.
If you have any questions on this application, please do not
hesitate to contact myself at (310) 998-9200, or David M. Hernand of Latham &
Watkins at (213) 891-8719.
Sincerely,
DIGITAL ENTERTAINMENT
NETWORK, INC.
By /s/ ALAN L. FRIEL
----------------------------------
Alan L. Friel
Chief Administrative Officer and
General Counsel
cc: Collier E. Henry, Esq.
David M. Hernand
