December 10, 1999
Alfred Barbagallo
U S Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549
RE: Definition, Ltd.
Form S-3
Commission File No. 333-88377
Accession Number 0000854877-99-000014
CIK 0000854877
Dear Mr. Barbagallo:
Pursuant to Rule 477 the Registrant hereby requests withdrawal of its Form S-3
Registration Statement (as filed on October 4, 1999). The withdrawal is
requested based on the Staff's communications to the Registrant that it had
not filed in a timely manner all reports required to be filed during the
preceding twelve calendar months.
If you have any questions, please contact me.
Very truly yours,
CHARLES A. CLEVELAND, P.S.
By: ________________________
Charles A. Cleveland
CAC:lrb
Pc: Registrant
