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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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APPLICATION
FOR
WITHDRAWAL OF REGISTRATION STATEMENT
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INTERWORLD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3818716
(State of Incorporation) (IRS Employer Identification
Number)
395 HUDSON STREET, 6TH FLOOR
NEW YORK, NEW YORK 10014
(212) 301-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Pursuant to Rules 477 and 478 under the Securities Act of 1933, as amended,
the undersigned, having power of attorney under the Registration Statement on
Form S-1 (the "Registration Statement"), File Number 333-96245, relating to
Common Stock, par value $0.01 per share (the "Common Stock"), of InterWorld
Corporation, being the agent for service of process named in the Registration
Statement and being an authorized representative of InterWorld Corporation,
hereby requests that the Registration Statement be withdrawn, effective
immediately. In view of current market conditions, InterWorld Corporation no
longer intends to sell the Common Stock registered thereby.
INTERWORLD CORPORATION
BY: /S/ JEREMY M. DAVIS
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Jeremy M. Davis
President and Chief Executive Officer
Dated: April 14, 2000
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