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COMMODORE MEDIA, INC.
SUITE 3000
500 FIFTH AVENUE
NEW YORK, NEW YORK 10110
TEL. (212) 302-2727
FAX (212) 302-6457
July 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Karla Boyd
Re: Application for Withdrawal of Commodore
Media, Inc. Registration Statement
on Form S-1 (Registration No. 333-03993)
Ladies and Gentlemen:
The undersigned Registrant, Commodore Media, Inc. (the "Company"),
pursuant to Rule 477 of the Rules and Regulations under the Securities Act of
1933, as amended, hereby requests that the Commission consent to the withdrawal
of its Registration Statement on Form S-1 (Registration No. 333-03993) (the
"Registration Statement"), relating to 4,965,000 shares of Common Stock of the
Company (the "Common Stock").
The Registration Statement was filed on May 17, 1996. The Registration
Statement has not become effective and none of the Common Stock has been sold or
offered pursuant thereto.
Subsequent to the filing of the Registration Statement, the
Registrant entered into a merger agreement to be acquired by an unrelated third
party. Accordingly, the Registrant believes that withdrawal of the Registration
Statement would be consistent with the provisions of Rule 477.
This request has been signed by a duly authorized officer of the
Registrant, who is also the agent for service named in the Registration
Statement, pursuant to powers conferred upon him by Rule 478 of the Rules and
Regulations under the Securities Act of 1933, as amended:
Please acknowledge receipt of this letter by stamping the enclosed
copy of this letter and returning it in the enclosed, self-addressed, stamped
envelope.
COMMODORE MEDIA, INC.
By: /s/ BRUCE A. FRIEDMAN
---------------------------------
Bruce A. Friedman
President, Chief Executive
Officer and Agent for Service
