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[Letterhead of FieldWorks, Inc.]
September 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Re: Registration Statement on Form S-2
Ladies and Gentlemen:
Pursuant to Rule 477(a) and (c) and Rule 478(c) of the Securities Act of
1933, as amended, FieldWorks, Incorporated (the "Company") hereby requests the
withdrawal of the registration statement on Form S-2 and all exhibits thereto
filed with the Securities and Exchange Commission (the "Commission") on April 7,
2000 (File No. 333-34376) (the "Registration Statement"). The Company has
decided to withdraw its proposed public offering of rights to purchase Common
Stock due to market conditions and Kontron Embedded Computers AG exercising an
equity option to acquire 6 million shares of Common Stock of the Company. A
proxy statement relating to this transaction has been filed with the Commission.
No securities have been sold under the Form S-2 Registration Statement.
The Company further requests:
1. That the Commission find that the withdrawal hereby requested is
consistent with the public interest and the protection of investors; and
2. That an order with the date of granting of this withdrawal be included
in the files of the Commission for the Registration Statement, stating
"Withdrawn upon the request of the registrant, the Commission consenting
thereto."
If you have any questions regarding this application for withdrawal, please
contact the undersigned at (952) 974-7041 or our Company Counsel at the law firm
of Dorsey & Whitney LLP, Phil Bauer at (612) 343-7908.
Very truly yours,
/s/ RoseMary A. Luebke
RoseMary A. Luebke
Corporate Secretary
FieldWorks, Incorporated
