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ZEFER Corp.
711 Atlantic Avenue
Boston, MA 02111
September 18, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attn: John Saia, Esq.
Re: ZEFER Corp. Form S-1 (File No. 333-41004)
Ladies and Gentlemen:
ZEFER Corp., a Delaware corporation (the "Company"), pursuant to Rule
477(a) promulgated under the Securities Act of 1933, as amended, hereby
requests that the Securities and Exchange Commission consent to the withdrawal
of the Company's Registration Statement on Form S-1 (File No. 333-41004),
together with all amendments and exhibits thereto. The Company requests
withdrawal of the Registration Statement because, due to market conditions, it
does not intend to conduct the offering of shares of Common Stock contemplated
in the Registration Statement at this time. No shares of Common Stock of the
Company have been or will be issued or sold under the Registration Statement.
The Company further requests that, pursuant to Rule 477(c), an order with
the date of granting of the request for withdrawal be included in the file for
the Registration Statement on Form S-1 in the following manner: "Withdrawn upon
request of the Registrant, the Commission consenting thereto."
If you have any questions or comments or require further information or
documentation, please do not hesitate to call the undersigned at (617) 451-8000
or James R. Burke, Esq. at (617) 526-6062.
Sincerely,
/s/ Sean W. Mullaney
Sean W. Mullaney
Executive Vice President for Enterprise Development, General Counsel and
Secretary
