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[LETTERHEAD OF PEPPER, HAMILTON & SCHEETZ APPEARS HERE]
October 23, 1996
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Primus Telecommunications Group, Incorporated
Withdrawal of Registration Statement on Form 8-A
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Ladies and Gentlemen:
On behalf of Primus Telecommunications Group, Incorporated, a Delaware
corporation (the "Company"), we are hereby requesting the withdrawal of the
Company's Registration Statement on Form 8-A (the "Form 8-A") filed on August
27, 1996 (the "Filing Date") with the Securities and Exchange Commission (the
"Commission") pursuant to the Commission's Electronic Data Gathering Analysis
Retrieval system.
We are requesting this withdrawal because we do not anticipate the
Company's Registration Statement on Form S-1 becoming effective within 60 days
of the Filing Date. We intend to refile the Form 8-A with the Commission prior
to the Company's Registration Statement on Form S-1 becoming effective.
We respectfully request that all questions and comments relating to this
matter be directed to the undersigned at the number listed above.
Sincerely yours,
/s/ Howard S. Goldberg
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Howard S. Goldberg
HSG/pci
cc: Sarah Cunningham
