Peggy A. Fisher
Assistant Director
Division of Corporation Finance
United States Securities and
Exchange Commission
Washington, D.C. 20549
Re: Withdrawal of Post-Effective Amendment No. 1 to Registration
Statement on Form S-3
Filed November 17, 2000
File No. 333-39146
Dear Ms. Fisher:
Pursuant to Rule 477 of the Securities Act of 1933, SI Diamond
Technology, Inc. (the "SI Diamond") hereby requests the withdrawal of its
Post-Effective Amendment No. 1 on Form S-3, File No. 333-39146, originally filed
on November 17, 2000. The withdrawal is based on prior correspondence sent to us
from the Securities and Exchange Commission dated November 30, 2000, in which we
were informed that additional shares cannot be registered in a post-effective
amendment under Rule 413. As of the date hereof, no shares in SI Diamond have
been offered or sold in connection with Registration Statement No. 333-39146.
SI Diamond respectfully requests that the Securities and Exchange
Commission, in accordance with Rule 477, consent to the withdrawal of the
Post-Effective Amendment No.1 referenced above and enter an order granting such
withdrawal.
In addition to filing this request under the EDGAR system, this letter
will also be faxed to your attention. Acknowledgement will occur via the SI
Diamond's E-Mail address as well as a faxed transmission acceptance. If you have
any questions with respect to this matter, please call either Donald T. Locke of
Kilpatrick Stockton LLP at (919)-420-1778 or F. Scott Thomas of the same firm at
(919)-420-1724.
Very truly yours,
/s/ Douglas P. Baker
-------------------------
Douglas P. Baker
Vice President
SI Diamond Technologies, Inc.
