TERA COMPUTER CO \WA\, RW, 1999-05-11

TERA COMPUTER CO \WA\
RW, 1999-05-11
ELECTRONIC COMPUTERS

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                                  May 11, 1999


Via EDGAR and Facsimile
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC  20549

Attn:    Mr. James M. Daly, Assistant Director
         Division of Corporation Finance

         Re:  Tera Computer Company - Registration Statement on Form S-3,
              Registration No. 333-67885, as amended

Dear Sir:

     Pursuant  to Rules 477 and  478(c)  under the  Securities  Act of 1933 (the
"Securities   Act"),   Tera  Computer   Company,   the   registrant   under  the
above-referenced  registration  statement,  hereby makes application to withdraw
the registration statement and Amendment No. 1 thereto.

     After  consultation  with the staff of the Commission,  Tera has determined
that  proceeding  with the offering at this time is not in the interests of Tera
or the proposed selling shareholders named in the Registration Statement.

     Questions  regarding  this  request may be directed to the  undersigned  at
(206) 701-2000.

                                 Very truly yours,
                                 TERA COMPUTER COMPANY


                                 By /s/
                                   --------------------------------------------
                                    Kenneth W. Johnson
                                      Vice President - Finance, Chief Financial
                                      Officer, and Secretary


cc:      Mr. Mark P. Shuman, Esq.