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[TROY & GOULD LETTERHEAD]
May 1, 1997
EVE 4-1
VIA EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Filing Desk, Stop 3-10
Washington, D.C. 20549
Re: On'Village Communications, Inc.
Withdrawal of
Registration Statement on Form 8-A
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Ladies and Gentlemen:
On behalf of On'Village Communications, Inc., a California
corporation (the "Company"), we hereby request withdrawal of the Company's
Registration Statement on Form 8-A relating to the registration of up to
1,495,000 units, each unit consisting of one share of Class A Common Stock, one
redeemable Class A Warrant and one redeemable Class B Warrant together with the
underlying securities issuable upon exercise of the Class A Warrants and the
Class B Warrants.
If you have any questions, please do no hesitate to contact the
undersigned at (310) 789-1255.
Very truly yours,
/s/ Lawrence P. Schnapp
Lawrence P. Schnapp
cc: Don Rinehart (via facsimile)
Alison Newman
(via facsimile)
