CDnow, Inc.
1005 Virginia Drive
Fort Washington, PA 10004
April 21, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Jeff Epstein
Re: N2K Inc. Registration
Statement on Form S-1
(File No. 333-57391)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, I hereby
request on behalf of N2K Inc. (the "Company") that the above-referenced
Registration Statement be withdrawn. In connection with this request, I hereby
confirm that neither offers to sell securities nor sales of securities were
effected in reliance upon the above-referenced Registration Statement.
Subsequent to the filing of the Registration Statement, all of the shares
of Common Stock of the Company were acquired by CDnow, Inc., a Pennsylvania
corporation ("CDnow"), and the Company is now a wholly-owned subsidiary of
CDnow. The stockholder whose shares of the Company's Common Stock were to have
been registered pursuant to the Registration Statement no longer owns such
shares but, as a result of the acquisition, is instead a stockholder of CDnow.
Therefore, the Company has abandoned the proposed registration.
N2K Inc.
By: /s/ David A. Capozzi
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David A. Capozzi,
Vice President, General Counsel
and Secretary, CDnow, Inc. and
N2K Inc.
cc: Jeff Epstein
Securities and Exchange Commission
Frank E. Morgan, II
Dewey Ballantine LLP
