<PAGE>
[ClearCommerce Corporation letterhead]
November 6, 2000
VIA FACSIMILE & EDGAR
---------------------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 4-5
Washington, D.C. 20549
ATTN: Jennifer Bowes
Re: CLEARCOMMERCE CORPORATION (THE "COMPANY") REQUEST
FOR WITHDRAWAL OF THE COMPANY'S REGISTRATION
STATEMENT ON FORM S-1 (FILE 333-31878).
Dear Ms. Bowes:
The Company hereby requests withdrawal of its Registration Statement on
Form S-1 (File No. 333-31878) pursuant to Rule 477 of the Securities Act of
1933. In light of unfavorable market conditions, the Company has determined at
this time not to effect an initial public offering of its securities pursuant to
the Registration Statement. The Company represents that no offers or sales of
the Company's securities have been made pursuant to the Registration Statement.
Thank you for your assistance.
Sincerely,
CLEARCOMMERCE CORPORATION
BY: /s/ MICHAEL S. GRAJEDA
----------------------------
Michael S. Grajeda
Vice President, Chief Financial
Officer and Secretary
cc: Robert Lynch
Dana Fallon
Paul E. Hurdlow
Matthew Russell
<PAGE>
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
November 7, 2000
VIA FACSIMILE AND EDGAR
-----------------------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 4-5
Washington, D.C. 20549
ATTN: Jennifer Bowes
Re: CLEARCOMMERCE CORPORATION (THE "COMPANY") REQUEST
FOR WITHDRAWAL OF THE COMPANY'S REGISTRATION
STATEMENT ON FORM S-1 (FILE NO. 333-31878).
Dear Ms. Bowes:
Attached is the Company's request for withdrawal of its Registration
Statement on Form S-1 (File No. 333-31878) pursuant to Rule 477 of the
Securities Act of 1933.
I would appreciate receiving notice of the Securities and Exchange
Commission's grant of such withdrawal. Please call me at (512) 338-5432 if you
have any questions or comments.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ DAVID BOWMAN
-----------------------------------
David Bowman
cc: Michael S. Grajeda
Paul E. Hurdlow
Matthew Russell
Attachment:
