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[Letterhead of Gibson, Dunn & Crutcher LLP]
October 16, 2000
(212) 351-3961 C 43324-00006
VIA EDGAR
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Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Barry N. Summer
Re: IWO Holdings, Inc.
Application for Withdrawal of
Registration Statement on Form S-1
File No. 333-39746
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, our client, IWO Holdings, Inc. (the "Registrant"), hereby applies for
an order granting immediate withdrawal of its Registration Statement on Form
S-1, File No. 333-39746, 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 June 20, 2000 and
subsequently amended on August 14, 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 $0.01 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 16, 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Registration Statement in the following manner: "Withdrawn upon the request of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) 351-5335.
If you have any questions regarding the foregoing application for
withdrawal, please contact the undersigned at (212) 351-3961. Thank you for
your time and assistance.
Very truly yours,
/s/ Eugene P. Lee
Eugene P. Lee
