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GREENMOUNTAIN.COM COMPANY
55 Green Mountain Drive
South Burlington, Vermont 05403
May 24, 2000
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GreenMountain.com Company
Registration Statement on Form S-1
(Commission File No. 333-75171)
Registration Statement on Form 8-A
(Commission File No. 000-26279)
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Ladies and Gentlemen:
In accordance with Rule 477 under the Securities Act of 1933, as amended,
GreenMountain.com Company, a Delaware corporation (the "Company"), hereby
requests that the Company's Registration Statement on Form S-1 (Commission File
No. 333-75171), including all amendments thereto (collectively, the
"Registration Statement"), be withdrawn as initially discussed by telephone
between Renee Fried of the Staff and Troy B. Lewis of Jones, Day, Reavis &
Pogue, counsel to the Company, on May 8, 2000.
As noted in the Company's previous letter to the Commission dated May 8,
2000:
. The Registration Statement was filed with the Securities and Exchange
Commission for the purpose of registering shares of common stock, par
value $0.01 per share, of the Company in connection with the Company's
proposed initial public offering.
. As a result of market conditions, the Company ceased all activities in
connection with the proposed public offering in late June 1999.
. The Company did not withdraw the Registration Statement at that time
in the hope that market conditions would change so as to allow the
Company to recommence and successfully complete the proposed public
offering.
. As of May 8, 2000, no such change in market conditions had occurred,
and the Company did not anticipate such a change would occur in the
immediate future.
Accordingly, the Company filed a request for withdrawal of the Registration
Statement on May 8, 2000.
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In response to a subsequent telephone discussion between Ms. Fried and Mr.
Lewis, the Company hereby confirms that no securities have been sold pursuant to
the Registration Statement.
In addition, the Company hereby requests that the Company's Registration
Statement on Form 8-A (Commission File No. 000-26279), which was filed
concurrently with the Registration Statement, be withdrawn.
The Company requests that the Commission grant, at the Staff's earliest
convenience, an order approving this application.
Please contact John T. McCafferty or Troy B. Lewis of Jones, Day, Reavis &
Pogue, at 214.969.4854 and 214.969.3721, respectively, should you have any
questions regarding this request.
Very truly yours,
GREENMOUNTAIN.COM COMPANY
By: /s/ PETER H. ZAMORE
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Peter H. Zamore,
Vice President, General Counsel and Secretary
cc: Renee Fried
Securities and Exchange Commission
John T. McCafferty
Troy B. Lewis
Jones, Day, Reavis & Pogue
