Alladvantage Com Inc – IPO: ‘RW’ on 6/30/00

On:  Friday, 6/30/00, at 3:57pm ET   ·   Accession #:  1012870-0-3620   ·   File #:  333-96271

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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      7K 

RW
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AllAdvantage.com Inc. 
4010 Point Eden Way 
Hayward, California 94545 
(510) 888-3898  

June 30, 2000 

VIA EDGAR AND FACSIMILE                                                         
-----------------------                                                         

Securities and Exchange Commission                                              
450 5th Street, N.W.                                                            
Washington, D.C. 10549                                                          

Attention:  Suzanne Hayes                                                       

Re:  AllAdvantage.com Inc.                                            
Registration Statement on Form S-1                          
File No. 333-96271                                          
----------------------------------                          

Ladies and Gentlemen:                                                           

This letter is filed pursuant to Rule 477 of the Rules and Regulations
under the Securities Act of 1933, as amended, with reference to the Form S-1    
Registration Statement No. 333-96271, together with all exhibits and amendments 
thereto, that was originally filed with the Securities and Exchange Commission  
on February 7, 2000 (the "S-1 Registration Statement"), and the Form 8-A12G     
Registration Statement No. 000-30079, that was filed with the Securities and    
Exchange Commission on March 23, 2000 (the "8-A Registration Statement").  In   
light of current market conditions, the Registrant has determined not to effect 
at this time the initial public offering to which these Registrant Statements   
relate.  No securities have been sold pursuant to these Registration Statements.
Accordingly, the Registrant hereby applies for an order granting the immediate  
withdrawal of the S-1 Registration Statement.  Further, the Registrant hereby   
withdraws the 8-A Registration Statement.                                       

           ALLADVANTAGE.COM INC.

                 By:  /s/ Michael A. Depatie
                              ------------------------------
                  Michael A. Depatie
                       Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘RW’ Filing		Date		Other Filings
Filed on:		6/30/00
		3/23/00		8-A12G,  S-1/A
		2/7/00		S-1
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