CYBER DIALOGUE INC.
304 Hudson Street
New York, New York 10013
June 28, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cyber Dialogue Inc.
Application for Withdrawal of
Registration Statement on Form S-1
File No. 333-30652
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), Cyber Dialogue Inc., a Delaware
corporation (the "Registrant"), hereby applies to the Securities and
Exchange Commission for an order, effective as of the date hereof or at the
earliest practical date thereafter, granting the withdrawal of the
Registrant's Registration Statement on Form S-1, File No. 333-30652,
together with all exhibits and amendments thereto (the "Registration
Statement"). The Registration Statement was filed with the Securities and
Exchange Commission on February 17, 2000 and amended on April 7, 2000.
In light of current adverse market conditions, the Registrant
has determined not to proceed with the public offering contemplated by the
Registration Statement. The Registrant confirms that no securities have
been issued or sold pursuant to the Registration Statement. The Registrant
hereby also withdraws its request for confidential treatment with the
understanding that the information for which confidential treatment was
requested will not become publicly available.
Please contact the undersigned at (212) 651-7000, or Marc S.
Gerber, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Registrant, at (202) 371-7000 with any questions or comments you may have
regarding this matter.
Very truly yours,
/s/ Mark Esiri
Mark Esiri
Chief Executive Officer and President
