August 18, 2000
Via Edgar Transmission and Courier
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Kozmo.com, Inc.
(File No. 333-32864)
Ladies and Gentlemen:
Kozmo.com, Inc. (the "Company"), hereby requests pursuant to Rule 477
of Regulation C of the Securities Act of 1933, as amended, to withdraw from
registration the registration statement on Form S-1, including all amendments
and exhibits thereto (the "Registration Statement") (Registration Statement No.
333-32864), filed by the Company with the Securities and Exchange Commission
(the "Commission") on March 21, 2000 and amended on April 6, 2000. The
Registration Statement is being withdrawn because of unfavorable market
conditions. There was no circulation of preliminary prospectuses in connection
with the proposed offering, the Registration Statement was not declared
effective by the Commission, and none of the Company's securities were sold
pursuant to the Registration Statement.
The Company requests that the Commission consent to this application on
the grounds that the withdrawal of the Registration Statement is consistent with
the public interest and the protection of investors, as contemplated by
paragraph (a) of Rule 477.
Please provide the Company a facsimile copy of the order consenting to
the withdrawal of the Registration Statement as soon as it is available. The
facsimile number of the Company is (646) 458-5560.
If you have any questions regarding this request for withdrawal, please
contact Richard Vilsoet of Shearman & Sterling, counsel for the Company, at
(212) 848-7260.
Sincerely,
/s/ Gerardo Burdo
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Gerardo Burdo
Chief Executive Officer
