June  17,  2002



Mr.  John  Reynolds
Assistant  Director  of  Division  of  Corporation  Finance
Mail  Stop  03-04
Securities  and  Exchange  Commission
VIA  FACSIMILE  202.942.9516

Re:     Interspace  Enterprises,  Inc.
        Registration  Statement  on  Form  SB-2
        Amended  Registration  Statement  on  Form  SB-2/A
        CIK  0001098331

Dear  Sir:

     This letter should serve as formal application to withdraw the Registration
Statement  filed  on  May  24,  2002  on  Form SB-2 ("Filing 1", SEC File Number
333-89040,  Film  Number 02662077), and the Amended Registration Statement filed
on  Form  SB-2/A  on  May  31, 2002 ("Filing 2", SEC File Number 333-89040, Film
Number  02666804)  by  Interspace  Enterprises,  Inc.  Application  is  made  to
withdraw  Filing  1  in  order  to remove a filing that was made in error, under
regulation 230.477.  Application is made to withdraw Filing 2 in order to remove
a filing that incorrectly attached to Filing 1 as an amendment to Filing 1, also
under regulation 230.477.  Filing 2 might cause improper confusion to investors.
No  securities  have been sold in connection with either of the above referenced
offerings.

     Thank  you  for  your assistance in this matter.  If you have any questions
please  do  not  hesitate  to  contact  me  at  858.456.3539  or Andrew Stack at
512.474.0204.

Best  Regards,




Daniel  Murphy
President/CEO
Interspace  Enterprises,  Inc.