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HOW2.COM, INC.
3811 Turtle Creek Boulevard, Suite 600
Dallas, Texas 75219
March 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: How2.com, Inc. (the "Company") Registration Statement on Form S-1, File No.
333-89339
Ladies and Gentlemen:
The Company hereby applies for withdrawal of the Company's Registration
Statement (File No. 333-89339) on Form S-1 filed with the Securities and
Exchange Commission on October 19, 1999 (the "Registration Statement"). The
Company has experienced significant changes in its business since filing the
Registration Statement in October, and does not believe that it is in the best
interest of the Company nor in the best interest of its investors to proceed
with a proposed public offering at this time. Since the Registration Statement
was not declared effective by the Commission, no shares of Common Stock as
described in the Registration Statement were sold.
If you have any questions on this application, please do not hesitate to contact
me at (214) 521-3443, or Alan J. Bogdanow of Hughes & Luce at (214) 939-5500.
Sincerely,
How2.com, Inc.
By /s/ David Wood
David Wood
General Counsel
cc: Elaine Wolff, SEC Senior Counsel
David Leeb, SEC Attorney
Alan J. Bogdanow, Esq.
