Motive Inc – IPO: ‘RW’ on 3/8/01

On:  Thursday, 3/8/01, at 5:48pm ET   ·   As of:  3/9/01   ·   Accession #:  930661-1-558   ·   File #:  333-41330

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Initial Public Offering (IPO):  Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal                                1      6K 

RW
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March 8, 2001                                                                   

VIA EDGAR AND FEDEX                                                             

Securities and Exchange Commission                                              
Division of Corporate Finance                                                   
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          
Attention: Elliott Staffin                                                      
Mail Stop 4-6                                                       

RE:   Motive Communications, Inc.                       
                Request for Withdrawal of Registration Statement on Form S-1
File No. 333-41330                          

Dear Mr. Staffin:                                                               

  In light of current unfavorable market conditions, Motive Communications, Inc.
(the "Company") hereby requests (i) withdrawal of its Registration Statement on 
Form S-1 (File No. 333-41330) (the "Registration Statement") pursuant to Rule   
477 of the Securities Act of 1933, as amended (the "Act") and (ii) withdrawal of
its application for confidential treatment of portions of exhibits 10.8, 10.9,  
10.10, 10.11, and 10.12 to the Registration Statement, which application was    
last filed with the Commission on January 9, 2001. No securities have been      
offered or sold pursuant to the Registration Statement and the Company does not 
believe such withdrawal to be inconsistent with the public interest or the      
protection of investors.                                                        

We appreciate your assistance in this matter.                               

     Very Truly Yours,

               MOTIVE COMMUNICATIONS, INC.

         By:  /s/ SCOTT HARMON
                                   -------------------------------------
          Scott Harmon
                                   President and Chief Executive Officer

cc:  Tony Allen, Esq.                                                           
Alan Dean, Esq.                                                       
Logan Wray, Motive Communications, Inc.                               

Dates Referenced Herein

This ‘RW’ Filing		Date		Other Filings
Filed as of:		3/9/01		None on these Dates
Filed on:		3/8/01
		1/9/01
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