DIRECT HIT TECHNOLOGIES, INC. 24 PRIME PARKWAY NATICK, MASSACHUSETTS 01760 April 13, 2000 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, DC 20549 Re: Direct Hit Technologies, Inc. CIK: 0001092756 Commission File No. 333-93377 Application for Withdrawal Ladies and Gentlemen: Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended, Direct Hit Technologies, Inc. (the "Registrant") hereby applies for an order granting the immediate withdrawal of its Registration Statement on Form S-1, together with all exhibits thereto, Commission File No. 333-93377 (collectively, the "Registration Statement"). The Registration Statement was originally filed with the Securities and Exchange Commission (the "Commission") on December 22, 1999. Pursuant to the Registration Statement, the Registrant proposed to register certain shares of its Common Stock, $0.001 par value per share (the "Shares"), for issuance to the public with a proposed maximum offering price of $57,500,000. However, after the filing of the Registration Statement, on February 2, 2000, the Registrant was acquired by Ask Jeeves, Inc., a Delaware corporation ("Ask Jeeves"). Pursuant to the terms of the Merger, each outstanding share of the Registrant's capital stock converted into the right to receive 0.22790008 shares of the common stock of Ask Jeeves, and each outstanding share of the Registrant's preferred stock converted into an additional right to receive a preference fraction of a share of the common stock of Ask Jeeves. Based upon the consummation of the Merger, the Registrant has determined not to pursue the initial public offering of equity securities pursuant to the Registration Statement. No securities have been sold under the Registration Statement. Accordingly, we request an order granting the withdrawal of the Registration Statement be issued by the Commission as soon as possible. Securities and Exchange Commission Page 2 If you have any questions regarding the foregoing application for withdrawal, please contact Suzanne Sawochka Hooper or Annie Loo of Cooley Godward LLP, legal counsel to the Registrant at (650) 843-5000. Sincerely, DIRECT HIT TECHNOLOGIES, INC. /s/ Robert W. Wrubel - ------------------------------------- Robert W. Wrubel Chief Executive Officer and President cc: Mr. John Hancock Suzanne Sawochka Hooper, Esq.