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[LETTERHEAD]
File No. 51241.9
Direct Dial (404)888-4266
November 19, 1996
VIA OVERNIGHT MAIL AND EDGAR
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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 Registration Statement on Form S-1
Commission File No. 333-05055
Ladies and Gentlemen:
On behalf of EarthLink Network, Inc. (the "Company"), and as its
counsel, we hereby request that the Registration Statement on Form S-1
(Commission File No. 333-05055) originally filed by the Company with the
Securities and Exchange Commission on June 3, 1996 (the "First Registration
Statement"), be formally withdrawn.
On November 8, 1996, the Company filed a new registration statement on
Form S-1 (File No. 333-15781) (the "New Registration Statement") but did not
withdraw the First Registration Statement in an attempt to incorporate the
First Registration Statement under Rule 429(b) so as to take advantage of the
originally paid registration fee. However, per the Commission's position and
request by Mr. James Daly of the Commission, the Company has elected to
withdraw the First Registration Statement. In connection with the withdrawal,
the Company confirms that no shares of the Company's Common Stock for which
it sought registration under the First Registration Statement were sold.
If you have any questions regarding this request to withdraw the First
Registration Statement, please do not hesitate to contact me at (404) 888-4266.
Very truly yours,
/s/ W. Tinley Anderson, III
W. Tinley Anderson, III
WTA:kdb
