<PAGE>
MIDISOFT CORPORATION
1605 N.W. Sammamish Road, Suite 205
Issaquah, Washington 98027
June 10, 1997
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Midisoft Corporation
Registration Statement on Form SB-2
(S.E.C. File No. 33-17257)
-----------------------------------
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1993, as amended, the
undersigned, being the Vice President and Chief Financial Officer of Midisoft
Corporation (the "Company"), respectfully requests that the referenced
Registration Statement (the "Registration Statement") filed by the Company be
withdrawn.
Please be advised that the securities covered by the Registration
Statement were to be offered by certain selling shareholders. All of such
securities are currently eligible for sale under Rule 144(k) of the
Securities Act of 1933, making the Registration Statement unnecessary. The
Company nevertheless believes that the comments contained in the staff's
letter of January 6, 1997 with respect to the Registration Statement have, to
the extent appropriate, been addressed and resolved in reports filed by the
Company under the Securities Exchange Act of 1934. The Company believes that
under these circumstances, withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors.
The Company requests that it receive the Order for Withdrawal as soon as
practicable after issuance by the Commission, and that a copy of the Order be
forwarded to Berliner Zisser Walter & Gallegos, P.C., at Suite 4700, 1700
Lincoln Street, Denver, Colorado 80203.
Respectfully submitted,
MIDISOFT CORPORATION
/s/ MELINDA A. BRYDEN
Melinda A. Bryden, Vice President
and Chief Financial Officer
cc: David C. Roos, Esq.
