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SYNAPSE GROUP INC: RW, Sub-Doc 1






SYNAPSE Synapse Group, Inc.
Four High Ridge Park
Stamford, CT 06905-1325
203/595-8255
Fax: [phone]



December 8, 2000


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: Synapse Group, Inc.
File S-1 filed July 26, 2000
(Registration No. 333-42260)

Ladies and Gentlemen:

In accordance with Rule 477 promulgated under the Securities Act of
1933, as amended, Synapse Group, Inc. (the "Company") hereby withdraws its
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Registration Statement on Form S-1 (Registration No. 333-42260) (the
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"Registration Statement") that was originally filed with the Securities and
Exchange Commission on July 26, 2000. The Company is withdrawing the
Registration Statement because it does not intend to conduct the offering of
shares of Common Stock contemplated in the Registration Statement at this time.
No shares of the Company's Common Stock have been issued or sold under the
Registration Statement.

If you have any questions with respect to this letter, please call
either Robert Ajemian of the law firm of Hale and Dorr LLP at [phone] or
me at [phone].

Sincerely,

SYNAPSE GROUP, INC.

By: /s/ Michael R. Loeb
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Michael R. Loeb
Chairman, President and Chief Executive
Officer





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