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MAGINET CORPORATION
405 TASMAN DRIVE
SUNNYVALE, CALIFORNIA 94089
February 13, 1997
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, NW
Washington, DC 20549
Attn: Nancy Oremland, Esq.
John Weitzel, Esq.
Melanie Fowler, Esq.
James M. Daley, Esq.
RE: MAGINET CORPORATION REQUEST FOR WITHDRAWAL OF REGISTRATION
STATEMENT ON FORM S-1 (FILE NO. 333-12185)
Ladies and Gentlemen:
Due to market condition, MagiNet Corporation (the "Registration") hereby
withdraws the Registrant's Registration Statement on Form S-1 (File No. 333-
12185) initially filed with the Commission September 17, 1996, and
subsequently amended on October 7, 1996, November 22, 1996, December 9, 1996
and December 17, 1996. The Registrant has not sold any of its securities to
any of the individuals solicited by means of the Preliminary Prospectus
contained in such Registration Statement.
The Registrant would also like to withdraw its request for Confidential
Treatment which was submitted in connection with the Registration Statement and
originally filed on September 17, 1996, and subsequently amended.
Thank you for your attention to this matter.
Sincerely,
MAGINET CORPORATION
/S/ James A. Barth
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James A. Barth
Executive Vice-President, Chief
Financial Officer
