<PAGE>
REPLAYTV, INC.
1945 CHARLESTON ROAD
MOUNTAIN VIEW, CA 94043-1201
August 18, 2000
BY EDGAR
--------
Securities and Exchange Commission
Division of Corporate Finance
Attention: Patrick O'Leary
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
ReplayTV, Inc.
Registration Statement on Form S-1, SEC File No. 333- 95425
-----------------------------------------------------------
Dear Mr. O'Leary:
On behalf of ReplayTV, Inc. (the "Company"), and pursuant to Rule 477(a)
-------
promulgated under the Securities Act of 1933, as amended, the Company hereby
applies for an order granting the immediate withdrawal of its Registration
Statement on Form S-1, together with all exhibits and amendments thereto, SEC
File No. 333-95425, which was initially filed on January 26, 2000, and amended
on February 7, 2000, February 11, 2000, March 3, 2000, March 28, 2000 and May 1,
2000 (the "Registration Statement").
----------------------
In light of current market conditions, the Company has determined not
to proceed with the public offering contemplated by the Registration Statement
at this time. No securities have been sold pursuant to the Registration
Statement. Accordingly, the Company hereby requests that an order granting the
withdrawal of the Registration Statement be issued by the Commission as soon as
possible.
Sincerely,
REPLAYTV, INC.
By: /s/ CRAIG W. DOUGHERTY
-------------------------------------------
Craig W. Dougherty,
Executive Vice President, Finance and Chief
Financial Officer
