Pen Inc. – ‘AW’ on 12/6/00

On:  Wednesday, 12/6/00, at 2:14pm ET   ·   Accession #:  910195-0-500115   ·   File #:  333-39146

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Amendment Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: AW          Withdrawal of Post Effective Amendment No. 1           1      7K 


Peggy A. Fisher                                                                 
Assistant Director                                                              
Division of Corporation Finance                                                 
United States Securities and                                                    
Exchange Commission                                                             
Washington, D.C. 20549                                                          

       Re:      Withdrawal of Post-Effective Amendment No. 1 to Registration
Statement on Form S-3                       
Filed November 17, 2000                     
File No. 333-39146                          

Dear Ms. Fisher:                                                                

         Pursuant  to  Rule  477  of the  Securities  Act of  1933,  SI  Diamond
Technology,  Inc.  (the "SI  Diamond")  hereby  requests the  withdrawal  of its
Post-Effective Amendment No. 1 on Form S-3, File No. 333-39146, originally filed
on November 17, 2000. The withdrawal is based on prior correspondence sent to us
from the Securities and Exchange Commission dated November 30, 2000, in which we
were informed that  additional  shares cannot be registered in a  post-effective
amendment  under Rule 413. As of the date  hereof,  no shares in SI Diamond have
been offered or sold in connection with Registration Statement No. 333-39146.   

         SI Diamond  respectfully  requests  that the  Securities  and  Exchange
Commission,  in  accordance  with Rule 477,  consent  to the  withdrawal  of the
Post-Effective  Amendment No.1 referenced above and enter an order granting such
withdrawal.                                                                     

         In addition to filing this request under the EDGAR system,  this letter
will  also be faxed to your  attention.  Acknowledgement  will  occur via the SI
Diamond's E-Mail address as well as a faxed transmission acceptance. If you have
any questions with respect to this matter, please call either Donald T. Locke of
Kilpatrick Stockton LLP at (919)-420-1778 or F. Scott Thomas of the same firm at
(919)-420-1724.                                                                 

                         Very truly yours,

                            /s/ Douglas P. Baker
                                 -------------------------
                        Douglas P. Baker
                      Vice President
                                     SI Diamond Technologies, Inc.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘AW’ Filing		Date		Other Filings
Filed on:		12/6/00
		11/30/00		8-K
		11/17/00		POS AM
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