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[ROSS SYSTEMS, INC. LETTERHEAD]
August 12, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Attn: Jonathan Gottsegen
RE: ROSS SYSTEMS, INC.
REGISTRATION STATEMENT NO. 333-06053
WITHDRAWAL OF POST-EFFECTIVE AMENDMENT NO. 1
Ladies and Gentlemen:
Ross Systems, Inc. (the "Company") hereby withdraws Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-3 (File No.
333-06053) (the "Registration Statement") filed on August 5, 1998. The
Company filed the Registration Statement in error.
Very truly yours,
ROSS SYSTEMS, INC.
By: /s/ ROBERT B. WEBSTER
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Robert B. Webster
Vice President, Chief Financial
Officer and Secretary