[DIME BANCORP, INC. LETTERHEAD]
May 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Barry McCarty
Jessica Livingston
Re: Application for Withdrawal of Registration Statement on Form S-4
filed by Dime Bancorp, Inc. (File No. 333-96345)
Ladies and Gentlemen:
Dime Bancorp, Inc. (the "Registrant") hereby requests withdrawal of its
Registration Statement on Form S-4, File No. 333-96345 (the "Registration
Statement"), pursuant to Rule 477 under the Securities Act of 1933, as amended.
No securities have been or will be issued, exchanged or sold under the
Registration Statement.
The Registrant is requesting withdrawal of the Registration Statement
due to the termination of the merger agreement, dated as of September 15, 1999
and amended and restated on December 27, 1999, between the Registrant and Hudson
United Bancorp. The termination of the merger agreement was effective April 28,
2000 and none of the transactions contemplated by the merger agreement,
including the issuance of stock of the Registrant, will be consummated. The
Registrant believes that withdrawal of the Registration Statement would be
consistent with the public interest and the protection of investors.
The Registrant further requests that, pursuant to Rule 477(c), an order
with the date of granting the withdrawal be included in the file for the
Registration Statement in the following manner: "Withdrawn upon the request of
the registrant, the Commission consenting thereto."
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Securities and Exchange Commission -2-
Pursuant to the requirements of Rule 477, the Registrant has duly
caused this request for withdrawal to be signed by its authorized representative
on its behalf. If you have any questions with respect to this matter, please
contact James E. Kelly, General Counsel of the Registrant, at (212) 326-6104, or
Mitchell S. Eitel of Sullivan & Cromwell, at (212) 558-4960.
Very truly yours,
DIME BANCORP, INC.
By:/s/ James E. Kelly
------------------------
James E. Kelly
General Counsel
