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NETSOURCE COMMUNICATIONS, INC.
444 SPEAR STREET, SUITE 200
SAN FRANCISCO, CA 94105
December 18, 1996
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Elliot Staffin, Esq.
Mr. Bert Braganza
James M. Daley, Esq.
Sarah Cunningham, Esq.
RE: NETSOURCE COMMUNICATIONS, INC.; REQUEST FOR WITHDRAWAL OF
REGISTRATION STATEMENT ON FORM 8-A
Ladies and Gentlemen:
Due to market reasons, NetSource Communications, Inc. (the "Registrant"),
yesterday revoked the acceleration request filed with the Securities and
Exchange Commission on December 12, 1996 with respect to the Registrant's
Registration Statement on Form S-1 (File No. 333-14237) and the Registrant's
Form 8-A filed on December 13, 1996, pursuant to which the Registrant had
requested that such Registration Statements be declared effective at 4:30 p.m.
Eastern Standard Time on Monday, December 16, 1996, or as soon thereafter as
practicable.
The Registrant hereby withdraws the Registrant's Form 8-A Registration
Statement filed December 13, 1996, to prevent such Registration Statement from
automatically becoming effective within sixty days. Please note that the
Registrant is not withdrawing its Registration Statement on Form S-1 at this
time. Thank you for your attention to this matter.
Very truly yours,
NETSOURCE COMMUNICATIONS, INC.
/s/ Evan Kraus
By: _________________________________
Evan Kraus
Executive Vice-President, General
Counsel
