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[AVERSTAR LOGO]
[AVERSTAR LETTERHEAD]
November 18, 1999
Suzanne Hayes
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AverStar, Inc. (Registration No. 333-78517)
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Dear Ms. Hayes:
AverStar, Inc., a Delaware corporation (the "Company"), hereby requests the
withdrawal of the Company's registration statement filed on Form S-1, as amended
to date (the "Registration Statement") relating to 4,000,000 shares of common
stock (the "Common Stock") which was filed on July 30, 1999 under the Securities
Act of 1933, as amended (the "Securities Act"). None of the shares of Common
Stock were ever issued pursuant to the Registration Statement. The reason for
this request is that the Company has determined to postpone its proposed public
offering at this time due to adverse market conditions.
If the Staff has any questions concerning this request or requires any
additional information, please contact me at (781) 221-6990.
Sincerely,
/s/ Michael B. Alexander
Michael B. Alexander
