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[ELEMENT K CORPORATION LETTERHEAD]
December 29, 2000
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Via Edgar Transmission
Re: Element K Corporation
(FILE NO. 333-36574)
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Dear Steven C. Duvall and Amy O'Brien:
Element K Corporation (the "Company"), hereby requests
pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as amended,
to withdraw from registration the registration statement on Form S-1, including
all amendments and exhibits thereto (Registration Statement No. 333-36574) (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission (the "Commission") on May 9, 2000 and amended on July 3, 2000, July
27, 2000 and August 15, 2000. The Registration Statement is being withdrawn
because of unfavorable market conditions. The Registration Statement was not
declared effective by the Commission and none of the Company's securities were
sold pursuant to the Registration Statement.
The Company requests that the Commission consent to this
application on the grounds that the withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, as
contemplated by paragraph (a) of Rule 477.
Please provide the Company a facsimile copy of the order
consenting to the withdrawal of the Registration Statement as soon as it is
available. The
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Securities and Exchange Commission
December 29, 2000
Page 2
facsimile number of the Company is (716) 240-7775. Please also send a copy to
our counsel, Stacy J. Kanter of Skadden, Arps, Slate, Meagher &
Flom LLP. Her fax number is (917) 777-3497.
If you have any questions regarding this request for
withdrawal, please contact Ms. Kanter at (212) 735-3497.
Sincerely,
/s/ LANCE E. D'AMICO
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Lance E. D'Amico
Vice President,
Secretary and General Counsel
