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[LETTERHEAD OF WIRELESS, INC.]
October 4, 2000
VIA EDGARLINK AND OVERNIGHT MAIL
Barry Summer, Esq.
Kathleen Krebs, Esq.
Candace Cavalier, Esq.
Mr. Terry French
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Wireless, Inc. (File No. 333-35304)
APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-1
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Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act
of 1933, as amended, Wireless, Inc. (the "Registrant") hereby applies for an
order, effective October 4, 2000 or soon as possible thereafter, granting the
withdrawal of its Registration Statement on Form S-1, File Number 333-35304,
together with all amendments and exhibits thereto (collectively, the
"Registration Statement"). The Registration Statement was originally filed with
the Securities and Exchange Commission (the "Commission") on April 20, 2000.
The Registrant believes that due to unfavorable market
conditions, the terms that could be obtained in the current public marketplace
are not sufficiently attractive to warrant proceeding with the offering at
this time. The Registration Statement was not declared effective by the
Commission and no securities have been or will be offered or sold under the
Registration Statement. Accordingly, the Registrant hereby requests an order
granting the withdrawal of the Registration Statement be issued by the
Commission effective October 4, 2000 or as soon as possible thereafter.
Please provide our attorneys with a facsimile copy of the
order consenting to the withdrawal of the Registration Statement as soon as it
is available. Their facsimile number is (650) 496-2885.
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BARRY SUMMER, ESQ., ET AL
SECURITIES AND EXCHANGE COMMISSION
OCTOBER 4, 2000
PAGE 2
Should you have any questions regarding this matter, please
contact Jonathan Shapiro, Esq. of Brobeck, Phleger & Harrison LLP, legal
counsel to the Registrant, at (650) 812-2212.
Very truly yours,
Wireless, Inc.
By: /s/ Antonio Canova
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Antonio Canova
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
cc: The Nasdaq Stock Market, Inc.
