December 12, 1996 VIA ELECTRONIC DELIVERY - ----------------------- Securities and Exchange Commission Mail Stop 3-5 Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: HealthDesk Corporation Registration Statement on Form SB-2 File No. 333-14519 Ladies and Gentlemen: Please be advised that on behalf of our client, HealthDesk Corporation, a California corporation (the "Company"), we hereby withdraw the Company's acceleration request dated December 10, 1996. The Company expects to file an amendment to the above-referenced registration statement shortly. Thank you for your assistance with this matter. Very truly yours, GRAY CARY WARE & FREIDENRICH A Professional Corporation By: /s/ David A. Hubb ------------------------------- David A. Hubb cc: Michael Ryan, Securities and Exchange Commission Timothy S. Yamauchi Kenneth Selterman, Esq. The Nasdaq Stock Market, Attn: Jerry Crotty