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January 5, 2001
VIA EDGAR AND FACSIMILE
Owen Pinkerton, Esq.
Staff Attorney
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MindArrow Systems, Inc.
Registration Statement on Form S-1 (Registration No. 333-52932)
Dear Mr. Pinkerton,
The purpose of this letter is to amend the Registration Statement on Form S-1
(Registration No. 333-52932) filed by MindArrow Systems, Inc. with the
Securities and Exchange Commission on December 29, 2000 to include the following
inadvertently omitted language:
"The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine."
Thank you for your assistance in this matter.
Very truly yours,
MindArrow Systems, Inc.
By:/s/ MICHAEL R. FRIEDL
______________________
Michael R. Friedl
Chief Financial Officer
