[PT-1 Communications, Inc. letterhead]
November 2, 1998
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PT-1 Communications, Inc. (the "Company")
Registration Statement on Form S-1 filed on February 12, 1998
Commission File No. 333-46177
Ladies and Gentlemen:
The Company hereby requests withdrawal, pursuant to Rule 477, of its
Registration Statement on Form S-1, filed on February 12, 1998, Commission
File No. 333-46177. This request is being made because, following a delay in
the offering precipitated by the condition of the U.S. capital markets, on
June 9, 1998 the Company entered into an Agreement and Plan of Merger by and
among the Company, Star Telecommunications, Inc., Sierra Acquisition Co., Inc.
and certain stockholders of the Company (the "Merger Agreement.") The Merger
Agreement was amended and restated as of August 20, 1998 and is further
described in that certain revised preliminary proxy statement of Star
Telecommunications, Inc., as filed with the Securities and Exchange Commission
on September 14, 1998.
Respectfully submitted,
/s/ John J. Klusaritz
John J. Klusaritz
Executive Vice President and General Counsel
PT-1 Communications, Inc.
