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AllAdvantage.com Inc.
4010 Point Eden Way
Hayward, California 94545
(510) 888-3898
June 30, 2000
VIA EDGAR AND FACSIMILE
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Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 10549
Attention: Suzanne Hayes
Re: AllAdvantage.com Inc.
Registration Statement on Form S-1
File No. 333-96271
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Ladies and Gentlemen:
This letter is filed pursuant to Rule 477 of the Rules and Regulations
under the Securities Act of 1933, as amended, with reference to the Form S-1
Registration Statement No. 333-96271, together with all exhibits and amendments
thereto, that was originally filed with the Securities and Exchange Commission
on February 7, 2000 (the "S-1 Registration Statement"), and the Form 8-A12G
Registration Statement No. 000-30079, that was filed with the Securities and
Exchange Commission on March 23, 2000 (the "8-A Registration Statement"). In
light of current market conditions, the Registrant has determined not to effect
at this time the initial public offering to which these Registrant Statements
relate. No securities have been sold pursuant to these Registration Statements.
Accordingly, the Registrant hereby applies for an order granting the immediate
withdrawal of the S-1 Registration Statement. Further, the Registrant hereby
withdraws the 8-A Registration Statement.
ALLADVANTAGE.COM INC.
By: /s/ Michael A. Depatie
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Michael A. Depatie
Chief Financial Officer
