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[Letterhead of Protocol Communications, Inc.]
October 23, 2000
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, 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 23, 2000
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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Registration Statement in the following manner: "Withdrawn upon the request of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 (978) 762-7799.
In addition, the Registrant is withdrawing all materials submitted to the
Commission under cover of a letter from its former counsel, Chadbourne & Parke
LLP, dated April 17, 2000, requesting confidential treatment pursuant to Rule
406(b). The Registrant requests that all such material be returned to its
current counsel, Gibson, Dunn & Crutcher LLP, to the attention of Jennifer M.
Levin at 200 Park Avenue, New York, NY 10166, telephone (212) 351-3990.
If you have any questions regarding the foregoing application for
withdrawal, please contact the undersigned at (978) 762-7770. Thank you for your
time and assistance.
Very truly yours,
/s/ Raymond P. Wilson
Raymond P. Wilson
