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N2K INC.
55 Broad Street, 10th Floor
New York, New York 10004
(212) 378-5555
December 18, 1996
BY ELECTRONIC SUBMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re; N2K Inc. Registration Statement on Form S-1
File Number 333-06603
Request for Withdrawal
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Ladies and Gentlemen:
N2K Inc. (the "Company") hereby makes application to immediately
withdraw its Registration Statement on Form S-1, File Number 333-06603 (the
"Form S-1 Registration Statement") relating to its common stock, par value
$0.001 per share (the "Commmon Stock"), pursuant to Rule 477 under the
Securities Act of 1933, as amended. This request for withdrawal of the Form S-1
Registration Statement is being made due to market considerations which have
resulted in the delay of the Company's proposed initial public offering of
Common Stock.
Should you have any questions regarding this matter, please call our
attorney, Frank E. Morgan II of Dewey Ballantine, at (212) 259-8320.
Very truly yours,
N2K INC.
By: /s/ Jonathan V. Diamond
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Jonathan V. Diamond
Vice Chairman
cc: Jennifer Hardy
(Securities and Exchange Commission)
Ray Hamm
(Securities and Exchange Commission)
Maria Konstantinidis
(NASDAQ National Stock Market, Inc.)
