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INTERWORLD CORPORATION
395 Hudson Street, 6th Floor
New York, New York 10014
November 6, 1998
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: InterWorld Corporation
Registration Statement on Form S-1
File No. 333-59577
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended,
InterWorld Corporation (the "Company") hereby respectfully requests the
withdrawal of its Registration Statement on Form S-1 (File No. 333-59577) (the
"Registration Statement"), effective immediately. The Registration Statement is
being withdrawn due to adverse market conditions affecting the Company's
proposed offering. We hereby advise you that none of the securities covered by
the Registration Statement have been offered or sold.
Very truly yours,
INTERWORLD CORPORATION
/s/ Michael J. Donahue
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Michael J. Donahue
Chairman
