DC1DOCS:0067876.01
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W.
Washington, DC 20005
March 2, 1998
By Way of EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Jonathan Gottsegen, Esquire
Re: EROLS Internet, Inc._
Registration Statement on Form S-1( File No. 333-41665)
Ladies and Gentlemen:
On behalf of Erols Internet, Inc., a Delaware
corporation (the "Company"), please be advised that (i) the
Company has determined that it no longer is in its best
interest to proceed with the offer and sale of shares of its
common stock as contemplated by, and pursuant to, the above-
referenced Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act") on December 8, 1997, and
(ii) as of February 20, 1997, the Company merged with and
into ENET Holding, Inc. and, thereby, became a wholly owned
subsidiary of RCN Corporation. In light of the foregoing,
pursuant to Rule 477(c) under the Securities Act, on behalf
of the Company, I hereby request that the Registration
Statement be withdrawn as promptly as is practicable.
In connection with this request, please also be advised
that the Company (i) has not and will not act to proceed
with any offering; (ii) has not and will not engage in
selling efforts; (iii) is aware of no selling efforts by
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Securities and Exchange Commission
March 2, 1998
Page 2
others; and (iv) has not and will not make any sales of
securities pursuant to the Registration Statement.
If you have any questions concerning this request,
kindly telephone the undersigned at (202) 962-4905 or, in my
absence, Andrea S. Kaufman of this firm at (202) 216-8106.
Kindly acknowledge receipt and acceptance of this
transmission by notifying the person indicated in the
"Notify" line in the submission header of the above-
referenced filing.
Very truly yours,
/s/ Anita J. Finkelstein
Anita J. Finkelstein
cc:Dennis J. Spina
Andrea S. Kaufman
John L. Sullivan
Nathan Schipper
Kameron K. Rabenou
Richard K. Prins
Randi-Jean Hedin
Christina L. Mack
National Association of Securities Dealers, Inc.
