RW 1 a2057609zrw.txt RW Hybrid Networks, Inc. 6409 Guadalupe Mines Road San Jose, California 95120 (408) 323-6500 August 17, 2001 VIA EDGAR AND FACSIMILE Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Edward M. Kelly Division of Corporate Finance Re: Hybrid Networks, Inc. Registration Statement on Form S-3 File No. 333-58696 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-3 Registration Statement No. 333-56896 together with all exhibits and amendments thereto (the "REGISTRATION STATEMENT") of Hybrid Networks, Inc. (the "REGISTRANT") that was originally filed with the Securities and Exchange Commission on April 11, 2001. In light of a change in the securities held by the selling stockholder named in the Registration Statement, the Registrant has determined not to effect the public offering to which the Registration Statement relates at this time. No securities have been sold pursuant to the Registration Statement. Accordingly, the Registrant hereby applies for an order granting the immediate withdrawal of the Registration Statement. HYBRID NETWORKS, INC. By: /s/ JUDSON W. GOLDSMITH ----------------------------------- Judson W. Goldsmith Vice President, Finance and Chief Financial Officer