November 30, 2000
Via Edgar Transmission and Overnight Delivery
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PETsMART.com, Inc. (Registration Statement No. 333-96135)
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Ladies and Gentlemen:
PETsMART.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. 333-96135), filed by the Company
with the Securities and Exchange Commission (the "Commission") on February
4, 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 The Registration Statement is being withdrawn because of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 (626) 817-7101.
If you have any questions regarding this request for
withdrawal, please contact Jeryl Bowers, General Counsel of the Company, at
(626) 817-7828 or Gregg A. Noel of Skadden, Arps, Slate, Meagher & Flom
LLP, outside counsel for the Company, at (213) 687-5234.
Sincerely,
/s/ Thomas P. McGovern
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Thomas P. McGovern, Jr.
President and Chief Executive Officer
cc: H. Christopher Owings
