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[NETLIBRARY LOGO]
December 15, 2000
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
RE: NETLIBRARY,INC.
REGISTRATION STATEMENT ON FORM S-1
FILE NUMBER 333-44048
REQUEST FOR WITHDRAWAL
Ladies and Gentlemen:
netLibrary, Inc. (the "Registrant") hereby makes application, pursuant to
Rule 477 under the Securities Act of 1933, as amended, to withdraw its
Registration Statement on Form S-1, File No. 333-44048 (the "Registration
Statement"), originally filed with the Securities and Exchange Commission on
August 17, 2000. The Registrant is withdrawing its Registration Statement
because of unfavorable market conditions, and a determination that it would not
be in the Registrant's best interest to proceed at this time. No securities have
been sold under the Registration Statement, and all activity in pursuit of the
public offering has been discontinued. Accordingly, we request that an order
granting withdrawal of the Form S-1 Registration Statement be issued as soon as
possible. The Registrant also requests that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited to the
Registrant's account for future use.
Should you have any questions regarding this matter, please contact me at
(303) 381-8731 or Nicholas Cucarro at (303) 381-8610. In addition, please
contact me or Mr. Cucarro as soon as possible following execution of the order
withdrawing the Registration Statement.
Very truly yours,
netLibrary, Inc.
By: /s/ PAUL E. SMITH
------------------------------------
Paul E. Smith
Executive Vice President and General
Counsel
MVW/sc
cc: Ms. Dana Fierro, The Nasdaq Stock Market, Inc.
Mr. Dan Hunter, NASD Regulation, Inc.
Steven L. Berson, Esq., Wilson, Sonsini Goodrich & Rosati
Steven A. Cohen, Esq., Hogan & Hartson LLP
Whitney Holmes, Esq., Hogan & Hartson LLP
