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[Letterhead of Gibson, Dunn & Crutcher LLP]
October 20, 2000
(212) 351-3990 C 73262-00002
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Russell Mancuso, Esq.
Re: PROTOCOL COMMUNICATIONS, INC.
APPLICATION FOR WITHDRAWAL OF
REGISTRATION STATEMENT ON FORM S-1
FILE NO. 333-34906
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
as amended, our client, Protocol Communications, Inc. (the "Registrant"), hereby
applies for an order granting immediate withdrawal of its Registration Statement
on Form S-1, File No. 333-34906, together with all exhibits and amendments
thereto (the "Registration Statement"). The Registration Statement was
originally filed with the Securities and Exchange Commission (the "Commission")
on April 17, 2000.
The Registrant is requesting such withdrawal because of unfavorable
market conditions that would adversely affect the offering of the shares of
common stock, par value $0.0001 per share, covered by the Registration
Statement. No securities were sold or will be sold under the Registration
Statement.
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Securities and Exchange Commission
October 20, 2000
Page 2
The Registrant further requests that, pursuant to Rule 477(c), an order
with the date of the granting of the withdrawal be included in the file for the
Registration Statement in the following manner: "Withdrawn upon the request of
the Registrant, the Commission consenting thereto."
Upon the grant of the Commission's consent to the requested withdrawal
of the Registration Statement, please return a dated copy of the order granting
such withdrawal to the undersigned by facsimile at (212) 351-6209.
If you have any questions regarding the foregoing application for
withdrawal, please contact the undersigned at (212) 351-3990. Thank you for your
time and assistance.
Very truly yours,
/s/ Jennifer M. Levin
Jennifer M. Levin
JML/jml
