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[ROXIO LETTERHEAD]
January 3, 2001
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549
Attn: Barbara C. Jacobs
Ms. Maryse Mills-Apenteng
RE: ROXIO, INC.
REGISTRATION STATEMENT ON FORM S-1
REGISTRATION NO. 333-46642
Dear Ms. Jacobs and Ms. Mills-Apenteng:
Roxio, Inc., a Delaware corporation (the "Company"), hereby
respectfully requests that the Company's Registration Statement on Form S-1
(Registration No. 333-46642) be withdrawn as of the date hereof pursuant to
Rule 477 promulgated under the Securities Act of 1933, as amended. The
Company's request is based on the fact that the Company has decided not to
proceed with the offering at this time. The Registration Statement was never
declared effective and no securities of the Company were sold. Please send a
copy of the order granting such request to the person identified as agent for
service on the cover of the Registration Statement.
If you have any questions regarding this matter, please call me at
(408) 945-8600.
Very truly yours,
ROXIO, INC.
/s/ Wm. Christopher Gorog
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Wm. Christopher Gorog
President and Chief Executive Officer
cc: Katharine A. Martin, Esq.
