ADKNOWLEDGE INC, RW, 1999-09-30

ADKNOWLEDGE INC
RW, 1999-09-30
BUSINESS SERVICES, NEC

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<PAGE>   1
                            [AdKnowledge Letterhead]


                               September 30, 1999


Via EDGAR
Securities and Exchange Commission
Division of Corporate Financing
450 Fifth Street NW
Washington, DC  20549
Attention:  Suzanne Hayes

     Re:  AdKnowledge Inc.
          REQUEST FOR WITHDRAWAL OF FORM S-1
          SEC FILE NUMBER:  333-86085

Ladies and Gentlemen:

     Pursuant to Rule 477, AdKnowledge Inc. hereby applies to withdraw its Form
S-1 (File No. 333-86085) filed with the Securities and Exchange Commission on
August 27, 1999 because AdKnowledge Inc. entered into an Agreement and Plan of
Merger and Contribution on September 23, 1999 agreeing to become a wholly owned
subsidiary of Engage Technologies, Inc. This transaction is expected to close
prior to December 31, 1999.

     Please do not hesitate to contact Thomas E. Hornish of Brobeck, Phleger &
Harrison LLP at (619) 234-1966 with any questions.

                                       Very truly yours,

                                       ADKNOWLEDGE INC.



                                       By: /s/ Scott L. Kauffman
                                           --------------------------------
                                           Scott L. Kauffman, President and
                                           Chief Executive Officer