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[LETTERHEAD]
July 16, 1996
VIA OVERNIGHT MAIL
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Document Control
Re: EarthLink Network, Inc.
Request to Withdraw Form 8-A Registration Statement
Commission File No. 0-20799
Ladies and Gentlemen:
On behalf of EarthLink Network, Inc. (the "Company"), I request that the Form
8-A Registration Statement filed by the Company with the Securities and
Exchange Commission on June 3, 1996 be withdrawn. The Company has determined
that its Registration Statement on Form S-1 (Commission File No. 333-5055)
will not become effective prior to the effective date of its Form 8-A
Registration Statement. The Company will refile its Form 8-A Registration
Statement at a later date that is closer to the anticipated effective date of
its Registration Statement on Form S-1.
Although the Company has placed its proposed initial public offering on hold,
it would like to maintain its Registration Statement on Form S-1 (Commission
File No. 333-5055) on file pending further developments.
If you have any questions regarding this request to withdraw the Company's
Form 8-A Registration Statement, please do not hesitate to contact me at (818)
296-2426.
Very truly yours,
/s/ Barry Hall
Barry Hall
Chief Financial Officer
cc: Mr. Fiorello J. Vicencio, Division of Corporate Finance,
Securities and Exchange Commission
Mr. Sky D. Dayton, EarthLink Network, Inc.
Mr. Charles G. Betty, EarthLink Network, Inc.
Scott M. Hobby, Esq., Hunton & Williams
J. Stephen Hufford, Esq, Hunton & Williams
James Feuille, UBS Securities LLC
James Socas, UBS Securities LLC
J. Jeffrey Hagan, UBS
James C. Lim, Piper Jaffray, Inc.
Shelley Singhal, Cruttenden Roth, Inc.
Brian C. Erb, Wilson, Sonsini, Goodrich & Rosati
