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AmericanGreetings.com, Inc.
One American Road
Cleveland, Ohio 44144
May 11, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C 20549
Re: AmericanGreetings.com, Inc.
Registration Statement on Form S-1, as amended
(Registration No. 333-85209)
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Ladies and Gentlemen:
In accordance with Rule 477(a) promulgated under the Securities Act of
1933, as amended, AmericanGreetings.com, Inc. (the "Registrant") hereby
respectfully requests that the Securities and Exchange Commission consent to the
withdrawal of its Registration Statement on Form S-1 (Registration No.
333-85209), together will all exhibits thereto (the "Registration Statement").
Please note that the Registration Statement has not yet been declared effective,
and that no shares of the Registrant's Class A Common Stock, par value $.001 per
share, have been offered or sold pursuant to the Registration Statement. This
application is made on the grounds that based on current market conditions, the
Registrant has determined that it is not advisable at this time to proceed with
the proposed offering.
Should you have any questions or require any additional information
please call the undersigned at (216) 889-5000 or Joseph F. Daniels, Esq. of the
law firm of Wilson, Sonsini, Goodrich & Rosati, P.C. at (650) 320-4595.
Sincerely,
AmericanGreetings.com, Inc.
By: /s/ Josef Mandelbaum
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Name: Josef Mandelbaum
Title: President and Chief Executive Officer
