X10 Wireless Technology Inc · RW · On 9/26/01

Filed On 9/26/01   ·   SEC File 333-43396   ·   Accession Number 1032210-1-501132

Registration Withdrawal Request
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Document/Exhibit                   Description                      Pages   Size 

 1: RW          Request for Withdrawal                                 2±     8K 

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[X10 Wireless Technology, Inc. Letterhead]  

September 26, 2001                                                              

By EDGAR                                                                        

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         
Attn:  Patrick J. O'Leary                                                       

Re:  X10 Wireless Technology, Inc.                                              
Registration Statement on Form S-1                                    
File No. 333-43396                                                    

Dear Mr. O'Leary:                                                               

Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as        
amended, X10 Wireless Technology, Inc., a Delaware corporation (the             
"Registrant"), hereby applies for an order granting the immediate withdrawal of 
its registration statement on Form S-1, together with all exhibits and          
amendments thereto, Commission File No. 333-43396 (collectively, the            
"Registration Statement").  The Registration Statement was originally filed with
the Securities and Exchange Commission (the "Commission") on August 10, 2000.   

Pursuant to the Registration Statement, the Registrant proposed to register     
certain shares of its Common Stock, $0.001 par value per share (the "Shares"),  
for issuance to the public with a proposed maximum offering price of            
$92,000,000.  As a result of circumstances regarding the securities markets, the
Registrant has determined at this time not to pursue the initial public offering
of equity securities pursuant to the Registration Statement.  Furthermore, no   
securities have been sold under the Registration Statement.                     

Accordingly, we request an order granting the withdrawal of the Registration    
Statement be issued by the Commission as soon as possible.  We understand the   
filing fees paid by the Company in connection with the Registration Statement   
will be held by the Commission pursuant to Rule 477 under the Securities Act of 
1933, as amended, and may be applied by the Company to a future registration    
statement filing within one year of the date of withdrawal of the Registration  
Statement.                                                                      

If you have any questions regarding the foregoing application for withdrawal,   
please contact Christopher W. Wright or Eric S. Carnell of Cooley Godward LLP,  
legal counsel to the Registrant in connection with the Registration Statement,  
at (425) 893-7700.                                                              

Sincerely,                                                                      

/s/ Wade A. Pfeiffer                                                            

Wade A. Pfeiffer                                                                

cc:  George E. Stevenson                                                        
The Nasdaq National Market, Inc.                                      
James D. Parkin                                                       
Mark F. Hoffman, Esq.                                                 
Cydney S. Posner, Esq.                                                
Matthew D. Latimer, Esq.                                              
Eric Scott Carnell, Esq.                                              

Dates Referenced Herein   and   Documents Incorporated By Reference

This RW Filing		Date		Other Filings
		8/10/00		S-1
Filed On / Filed As Of		9/26/01
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