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MARKETFIRST SOFTWARE, INC.
2061 Stierlin Court
Mountain View, California 94043
(650) 691-6200
September 8, 2000
VIA EDGAR AND FAX
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Mr. Hugh Fuller
Re: MarketFirst Software, Inc. Registration Statement on Form S-1
(Commission File No. 333-35062)
Ladies and Gentlemen:
This letter is submitted pursuant to Rule 477(a) under the Securities
Act of 1933, as amended. MarketFirst Software, Inc. (the "Company") hereby
applies for an order granting the immediate withdrawal of the Company's
Registration Statement on Form S-1, together with all exhibits thereto,
Commission File Number 333-35062 (collectively, the "Registration Statement").
The Company has elected not to proceed with the offering due to unfavorable
market conditions and timing considerations. No offers or sales of the Company's
Common Stock were made pursuant to the Registration Statement.
Please provide us with a facsimile copy of the order consenting to the
withdrawal of the Registration Statement as soon as it is available. Our
facsimile number is (650) 962-7891.
If you have any questions, please do not hesitate to contact John D.
Hudson of Hewitt & McGuire, LLP at (949) 798-0715 or the undersigned. Thank you.
Very truly yours,
MARKETFIRST SOFTWARE, INC.
By: /s/ Peter R. Tierney
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Peter R. Tierney,
Chief Executive Officer
