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ADAM.COM, INC.
1600 RIVEREDGE PARKWAY
SUITE 800
ATLANTA, GEORGIA 30328
August 30, 2000
VIA EDGAR
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United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Tony Stanco
Re: APPLICATION FOR WITHDRAWAL OF REGISTRATION
STATEMENT ON FORM S-3 (NO. 333-38904)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended
(the "Act"), adam.com, Inc., a Georgia corporation (the "Issuer"), hereby
makes this application to withdraw the Registration Statement on Form S-3,
File No. 333-38904, filed by the Issuer with the Securities and Exchange
Commission (the "Commission"), together with Amendment No. 1 and all exhibits
thereto (the "Registration Statement"), relating to the proposed public
offering of shares of common stock of the Issuer. The Commission has not
declared the Registration Statement effective, a preliminary prospectus has
not been circulated and none of the common stock under the Registration
Statement has been sold by the selling shareholder pursuant to the
Registration Statement. The Issuer's grounds for withdrawing the Registration
Statement are the recent discussions between the Issuer, the selling
shareholder and the Commission relating to the qualification of the
transaction contemplated by the Registration Statement as an "equity line"
pursuant to the Commissions recent interpretations.
The undersigned, on behalf of the Issuer pursuant to Rule 478 of the
Act, respectfully requests the Commission to grant the application of the
Issuer to have the Registration Statement withdrawn pursuant to Rule 477
under the Act and issue an appropriate order to be included in the files of
the Registration Statement to the effect that the Registration Statement has
been "Withdrawn upon request of the registrant, the Commission consenting
thereto."
Very truly yours,
adam.com, Inc.
By: /s/ ROBERT S. CRAMER
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Robert S. Cramer, Jr.
Agent for Service of
Registration Statement
