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YELLOWBRIX, INC.
66 Canal Center Plaza
Suite 700
Alexandria, VA 22314
(703) 548-3300
February 20, 2001
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: YellowBrix, Inc.
Form S-1 Registration Statement No. 333-48354
Application for Withdrawal Pursuant to Rules 477 and 478
Ladies and Gentlemen:
Pursuant to Rule 477(a) and (c) and Rule 478(c) of the Securities Act
of 1933, as amended, YellowBrix, Inc. (the "Company") hereby applies for
withdrawal of the registration statement on Form S-1 and all exhibits thereto
filed with the Securities and Exchange Commission (the "Commission") on October
20, 2000 (File No. 333-48354), as amended by Amendment No. 1 filed with the
Commission on December 29, 2000 (as amended, the "Registration Statement"). In
addition thereto, the Company hereby applies for withdrawal of the Request for
Confidential Treatment filed with the Office of the Secretary with respect to
certain exhibits to the Registration Statement.
The Company has determined to request withdrawal because the Company
has determined that the sale of the securities covered by the Registration
Statement at this time would not be in the best interests of its shareholders
due to unattractive market conditions. None of the securities covered by the
Registration Statement have been sold.
The Company further requests:
1. That the Commission find that the withdrawal hereby requested
is consistent with the public interest and the protection of investors;
2. That the Commission return the material filed with the Request
for Confidential Treatment to: Lin Shi, Esq., Fulbright & Jaworski L.L.P., 666
Fifth Avenue, New York, NY 10103; and
3. That an order with the date of granting of this withdrawal be
included in the files of the Commission for the Registration Statement, stating
"Withdrawn upon the request of the registrant, the Commission consenting
thereto."
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In order for us to confirm the granting of such order, please fax a
copy of such order to Lin Shi, Esq., of Fulbright & Jaworski L.L.P., counsel to
the Company, at (212) 318-3400. If you have any questions regarding this
application for withdrawal, please contact Yvan-Claude Pierre, Esq. at (212)
318-3084 or Lin Shi, Esq. at (212) 318-3281.
Very truly yours,
YELLOWBRIX, INC.
By: /s/ Randy Lampert
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Name: S. Randy Lampert
Title: Chief Executive Officer