<PAGE> 1
IXC Communications, Inc.
5000 Plaza On the Lake
Suite 200
Austin, Texas 78746-1050
March 17, 1997
EDGAR Filing
- ------------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: IXC Communications, Inc.
(Commission File No. 333-20665)
-------------------------------
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, we hereby officially make application to withdraw the Registration
Statement on Form S-1 of IXC Communications, Inc. (the "Company"), originally
filed with the Commission on January 29, 1997 (File No. 333-20665), as amended
by Amendment No. 1 to Registration Statement dated March 11, 1997 filed with the
Commission on March 11, 1997 (as amended, the "Registration Statement") to
register 2,300,000 shares of the Common Stock of the Company. The Company is
requesting the withdrawal due to financial market conditions. The Company has
not sold any of the shares covered by the Registration Statement.
Please provide the Company with a copy of the order granting withdrawal
of the Registration Statement as soon as available. We understand that the
filing fee for the Registration Statement is nonrefundable. If you have any
questions, please do not hesitate to contact me at
<PAGE> 2
Securities and Exchange Commission
March 17, 1997
Page 2
(512) 328-1112 or the Company's legal counsel, Michael P. Whalen of Riordan &
McKinzie, at (714) 433-2618.
Very truly yours,
/s/ John J. Willingham
----------------------
John J. Willingham
Senior Vice President, Chief Financial
Officer and Assistant Secretary
cc: Nasdaq Stock Market Inc.
