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Aristotle International, Inc.
50 E Street, S.E.
Suite 300
Washington, DC 20003
November 14, 2000
VIA EDGAR
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Elaine Wolff, Esq.
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Aristotle International, Inc. Registration Statement on
Form S-1, as amended
(Registration No. 333-37098)
Dear Ms. Wolff:
In accordance with Rule 477(a) promulgated under the Securities Act of
1933, as amended, Aristotle International, Inc. (the "Registrant"), hereby
respectfully requests that the Securities and Exchange Commission consent to the
withdrawal of its Registration Statement on Form S-1 (Registration No. 333-
37098), together with all exhibits thereto (the "Registration Statement").
Please note that the Registration Statement has not yet been declared effective,
and that no shares of the Registrant's Common Stock, par value $0.001 per share,
have been offered or sold pursuant to the Registration Statement. This
application is made on the grounds that based on current market conditions, the
Registrant has determined that it is not advisable at this time to proceed with
the proposed offering.
Should you have any questions or require any additional information, please
call the undersigned at (415) 440-1102, or Christopher M. Forrester, Esq., of
the law firm of Pillsbury Madison & Sutro LLP, at (858) 509-4052.
Sincerely,
ARISTOTLE INTERNATIONAL, INC.
By: /s/
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Name: John A. Phillips
Title: Chief Executive Officer
