EACCELERATION CORP
AW, 2000-07-07
BUSINESS SERVICES, NEC
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                            KAUFMAN & MOOMJIAN, LLC
                                Attorneys at Law

                                ----------------

                   50 Charles Lindbergh Boulevard - Suite 206
                         Mitchel Field, New York 11553

                                ----------------


                           Telephone: (516) 222-5100
                           Facsimile: (516) 222-5110
                          Internet: www.kmcorplaw.com




                                                           July 7, 2000

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

       Re:  eAcceleration Corp.
            Withdrawal of an Amendment to Registration Statement on Form SB-2
            File No. 333-90867
            -----------------------------------------------------------------

Ladies and Gentlemen:

          On behalf of eAcceleration  Corp. (the  "Registrant")  and pursuant to
Rule 477(a) of the  Securities  Act of 1933, as amended,  we hereby  request the
withdrawal of an amendment to the  Registrant's  registration  statement on Form
SB-2, as  filed  with  the   Commission  on  July   5,   2000   (Accession   No.
0001098862-00-000011).  This amendment,  which is duplicative of Amendment No. 2
that was previously filed with the SEC on April 4, 2000, was inadvertantly filed
a second time.

          Please call the  undersigned  or Neil M. Kaufman at (516)  222-5100 if
you have any questions or comments.


                                        Sincerely yours,

                                        /s/ Richard B. Goodman
                                        Richard B. Goodman

cc: Clint Ballard
    Neil M. Kaufman



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