VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 90549

     Re:   International Microcomputer Software, Inc.
           Application for Withdrawal of Registration Statement on Form S-3
           File No. 333-81621

Dear Sir or Madam:

Pursuant to Rule 477 under the Securities Act of 1933, as amended, International
Microcomputer Software, Inc. (the "Company") hereby applies for the withdrawal
of its Registration Statement No. 333-81621 on Form S-3 with all exhibits
thereto (the "Registration Statement").

Based upon our investigation with current management of the Company, it appears
that the Registration Statement was originally filed with the Securities and
Exchange Commission on June 25, 1999, in connection with the possible resale of
shares of the Company's no par value Common Stock issued to certain
stockholders, as more fully described in the Registration Statement. Shortly
after the Registration Statement was filed, the Company encountered severe
financial difficulties which led to debt and other financial restructuring and
two successive management changes. Current management was unaware that the
Registration Statement had been filed and not subsequently withdrawn.

The Registration Statement has not been declared effective by the Securities and
Exchange Commission and no shares have been sold pursuant to it by the selling
shareholders named therein.

Upon grant of the Commission's consent hereto, please return a dated copy of the
order granting such withdrawal, which order shall state "Withdrawn upon the
request of the registrant, the Commission consenting thereto," and which is to
be included in the file for the Registration Statement.

Please contact the undersigned if you have any questions regarding this request
for withdrawal.


                                     Very truly yours,


                                     William J. Bush
                                     Chief Financial Officer & Secretary