File No. 33-37086 Securities and Exchange Commission Washington, D.C. 20549 ---------------------------------- APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT Bolt Beranek and Newman Inc. ---------------------------- (Name of Registrant) Massachusetts 04-2164398 ------------------------ ------------------------------------ (State of Incorporation) (IRS employer identification number) 150 CambridgePark Drive, Cambridge, Massachusetts 02140 -------------------------------------------------------- (Principal office address) Pursuant to Rule 477 under the Securities Act of 1933, as amended, the undersigned Registrant, Bolt Beranek and Newman Inc., hereby requests that its Registration Statement on Form S-3, File Number 33-37086, relating to Warrants to Purchase 970,500 Shares of Common Stock of the Registrant and 1,260,500 Shares of the Common Stock of the Registrant issuable upon exercise of those Warrants and other warrants, be withdrawn, effective immediately. All of the subject warrants have expired unexercised, and are no longer exercisable. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, the Commonwealth of Massachusetts, on July 18, 1994. BOLT BERANEK AND NEWMAN INC. By Ralph A. Goldwasser ------------------- Senior Vice President and Chief Financial Officer