DATA RACE, INC.
                         6509 Windcrest Drive, Suite 120
                               Plano, Texas 75024
                                 (972) 265-4000

                                                              February 13, 2002

Securities and Exchange Commission
Judiciary Plaza 450 Fifth Street,
NW Washington, D.C. 20549
Attn: Ms. Barbara C. Jacobs


                 RE: DATA RACE, INC. - REGISTRATION STATEMENT ON
                      FORM S-3/A REGISTRATION NO. 333-57166


Dear Gentlemen:

     Pursuant to Rule 477 of the Securities Act of 1933,  Data Race,  Inc. ("the
REGISTRANT") hereby applies to have the above-referenced  Registration Statement
(the  "REGISTRATION   STATEMENT")   withdrawn.   Pursuant  to  the  Registration
Statement, the Registrant proposed to register an aggregate of 49,589,158 shares
of common stock (the "SHARES") for resale by Protius  Overseas  Limited,  Keyway
Investments  Ltd.,  Lionhart  Investments Ltd., First Capital Group of Texas II,
L.P., Alpha Capital AG,  Stonestreet L.P.,  Cranshire  Capital,  L.P., EURAM CAP
Strat "A" Fund  Limited  and First  Capital  Group of Texas II,  L.P. in several
separate  private  placements  (the  "INVESTORS").  The  Registrant is no longer
eligible to proceed  with the use of Form S-3 in  connection  with the resale of
the Shares.

     No securities have been issued or resold under the  Registration  Statement
and all activity pursuant to the Registration Statement has been discontinued.

     Accordingly, we hereby request that an Order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible.

     Please contact James G. Scogin,  President and CEO of the Registrant  (972)
378-9677 if you have any questions  regarding the withdrawal of the Registration
Statement.

                                              Very truly yours,

                                              DATA RACE, INC.

                                              By: /s/ James G. Scogin
                                                      James G. Scogin
                                                      President