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GREENBERG TRAURIG
Metlife Building
200 Park Avenue, 15th Floor
New York New York 10166
Spencer G. Feldman
(212) 801-9221 October 20, 1998
VIA FACSIMILE, FIRST CLASS MAIL AND EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Mr. Richard Wolff, Chief
Office of Small Business
Mail Stop 3-4
Re: Metalogics, Inc. (the "Company")
Registration Statement on Form SB-2 (No. 333-60257)
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Ladies and Gentlemen:
On behalf of the Company, we hereby request that the
above-referenced Registration Statement be withdrawn at this time. The
Registration Statement was not previously declared effective by the staff of the
Commission and no securities were sold pursuant to such Registration Statement.
The Company's decision to withdraw the Registration Statement was based on the
current volatility in the equity market toward initial public offerings of
emerging-growth companies.
In accordance with Rule 477 under the Securities Act of 1933,
as amended, and certain telephone interpretations of the staff, the Company
respectfully requests that the registration filing fee previously paid in
connection with the Registration Statement be carried forward and taken into
account in any subsequent Securities Act filing.
Please do not hesitate to contact me (tel: 212-801-9221) or
Stephen A. Weiss of this office (tel: 212-801-9253) if you have any questions
regarding this letter.
Very truly yours,
/s/ Spencer G. Feldman
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Spencer G. Feldman
SGF:pm
Enclosures
cc: Mr. William P. Doyle
Mr. Shelly Singhal
