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[Southwall letterhead]
October 31, 2000
Mr. Mark Austin
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0305
RE: SOUTHWALL TECHNOLOGIES INC.
Dear Mr. Austin:
On behalf of Southwall Technologies Inc. (the "Company"), this letter
is to request the withdrawal of the registration statement filed by the Company
on Form S-1 (File No. 333-39538) under the Securities Act of 1933, as amended,
on June 16, 2000 (the "Registration Statement"). The Company seeks an order
permitting withdrawal of the Registration Statement in connection with the
Company's decision to terminate its proposed public offering of Common Stock due
to the Company's recent restatement of financial statements for prior periods
and current market conditions. No sales of securities have previously been made
or will be made under the Registration Statement.
If you have any questions or comments, please telephone James W.
Hackett, Esq. at (617) 248-2133. Thank you for your attention to this matter.
Sincerely,
Thomas G. Hood
