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June 16, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: LearningExpress.com Holdings LLC (File No. 333-35178)
Form RW - Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of
1933, as amended, LearningExpress.com Holdings LLC, a Delaware limited liability
company (the "Registrant"), hereby applies for an order granting the immediate
withdrawal of its Registration Statement on Form S-1, File No. 333-35178,
together with all exhibits and amendments thereto (the "Registration
Statement"). The Registration Statement was originally filed with the Securities
and Exchange Commission on April 19, 2000 and amended on May 11, 2000.
The reason for the request for withdrawal of the Registration
Statement on Form S-1 is the impact of market conditions on the ability of the
Registrant to sell the Common Shares and Series A Convertible Preferred Shares
offered pursuant to the Registration Statement on Form S-1.
Should you have any questions regarding this matter, please do
not hesitate to contact Timothy B. Bancroft, Esq. of Goulston & Storrs, P.C.,
legal counsel to the Registrant, at (617) 482-1776.
Sincerely,
LearningExpress.com Holdings LLC
By: /s/ Steven P. Manfredi
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Steven P. Manfredi
Chief Executive Officer
