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PARTICIPATE.COM
Online Community Management
VIA OVERNIGHT COURIER
May 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washinton, D.C. 20549-1004
RE: PARTICIPATE.COM, INC. REGISTRATION STATEMENT ON FORM S-1 (FILE NO.
333-34664)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended,
Participate.com, Inc. (the "Company") requests the withdrawal of the
Company's Registration Statement on Form S-1, file number 333-34664 (the "S-1
Registration Statement"). The Company has elected not to proceed with the
offering due to general market conditions. No offers or sales of the
Company's Common Stock have been or will be made pursuant to the S-1
Registration Statement.
If you have any questions, please call Kathleen Bloch or John Turner of Wilson
Sonsini Goodrich & Rosati at (650) 493-9300 or me.
Very truly yours,
/s/ Alan K. Warms
Alan K. Warms
Chief Executive Officer
cc:
Kathleen Bloch, WSGR
John Turner, WSGR
