<PAGE>
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
November 30, 1999
VIA EDGAR
- ---------
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 4-6
Washington, D.C. 20549
Attn: James M. Daly, Esq.
Jae K. Kim, Esq.
Re: Andromedia, Inc. (the "Company")
Form S-1 Registration Statement (File No. 333-85905)
(the "Registration Statement")
Gentlemen:
On behalf of the Company and pursuant to Rule 477 promulgated under the
Securities Act of 1933, as amended (the "Act"), we hereby respectfully request
that the Securities and Exchange Commission ("Commission") grant an Order of
immediate withdrawal of the Registration Statement and all exhibits and
amendments thereto filed with the Commission under the Act. The Registration
Statement was originally filed with the Commission on August 25, 1999. No
securities have been sold under the Registration Statement.
The Company has entered into an Agreement and Plan of Reorganization, dated
as of October 6, 1999, with Macromedia, Inc., a Delaware corporation
("Macromedia") and Peak Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Macromedia (the "Merger"). As a result of the
proposed Merger, the Company does not currently intend to proceed with a public
offering of its Common Stock.
Accordingly, we hereby request an Order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible. Please
send a copy of the Order via facsimile to the attention of Christine Wong at
(650) 461-5375 and send a copy via U.S. Mail to Christine Wong, 650 Page Mill
Road, Palo Alto, California 94304-1050.
<PAGE>
November 30, 1999
Page 2
Please direct any comments or questions regarding the above matter to the
undersigned at (650) 565-3896.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Christine Wong
Christine Wong
cc: Mr. Stephen F. Ghiglieri
Mr. Steve L. Camahort
