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PAPEREXCHANGE.COM, INC.
31 St. James Avenue, Third Floor
Boston, MA 02116
September 5, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: PaperExchange.com, Inc. Form S-1 (File No. 333-32176)
Ladies and Gentlemen:
PaperExchange.com, Inc., 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. 333-32176), 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:
"Withdrawal upon request of the Registrant, the Commission consenting
thereto."
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Securities and Exchange Commission
September 5, 2000
Page 2
If you have any questions or comments or require further information
or documentation, please do not hesitate to call the undersigned at (617)
536-4310 or John Utzschneider of Bingham Dana LLP at (617) 951-8852.
Sincerely,
/s/ Duane DeSisto
Duane DeSisto
Chief Financial Officer
