Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304-1050 November 30, 1999 VIA EDGAR - --------- Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W., Mail Stop 4-6 Washington, D.C. 20549 Attn: James M. Daly, Esq. Jae K. Kim, Esq. Re: Andromedia, Inc. (the "Company") Form S-1 Registration Statement (File No. 333-85905) (the "Registration Statement") Gentlemen: On behalf of the Company and pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the "Act"), we hereby respectfully request that the Securities and Exchange Commission ("Commission") grant an Order of immediate withdrawal of the Registration Statement and all exhibits and amendments thereto filed with the Commission under the Act. The Registration Statement was originally filed with the Commission on August 25, 1999. No securities have been sold under the Registration Statement. The Company has entered into an Agreement and Plan of Reorganization, dated as of October 6, 1999, with Macromedia, Inc., a Delaware corporation ("Macromedia") and Peak Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Macromedia (the "Merger"). As a result of the proposed Merger, the Company does not currently intend to proceed with a public offering of its Common Stock. Accordingly, we hereby request an Order granting the withdrawal of the Registration Statement be issued by the Commission as soon as possible. Please send a copy of the Order via facsimile to the attention of Christine Wong at (650) 461-5375 and send a copy via U.S. Mail to Christine Wong, 650 Page Mill Road, Palo Alto, California 94304-1050. November 30, 1999 Page 2 Please direct any comments or questions regarding the above matter to the undersigned at (650) 565-3896. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Christine Wong Christine Wong cc: Mr. Stephen F. Ghiglieri Mr. Steve L. Camahort