<PAGE>
May 19, 2000
VIA FACSIMILE AND EDGAR
- -----------------------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: Path 1 Network Technologies Inc. (File No. 1-15609)
Form RW - Application for Withdrawal
Ladies and Gentlemen:
Path 1 Network Technologies Inc., a Delaware corporation (the
"Company") hereby applies for an order granting the immediate withdrawal of its
not-yet-effective Registration Statement on Form 10, File No. 1-15609, together
with all exhibits and amendments thereto (the "Registration Statement"). The
Registration Statement was originally re-filed with the Securities and Exchange
Commission on March 23, 2000 and amended on April 4, 2000 and April 28, 2000.
The Commission's staff provided the Company with a comment
letter dated May 17, 2000. Paragraph No. 1 of the comment letter requested that
the Company withdraw the Registration Statement if the staff's comments were not
addressed by the end of the 60-day period after filing; the Registration
Statement would automatically become effective otherwise at that time (May 22,
2000). As you know, this is a standard comment/request.
The Registration Statement has been undergoing a normal
review process with the staff. However, although the review process is
proceeding well, it does not appear that it can be completed by the 60-day mark.
Therefore, in compliance with the staff's earlier request, we hereby request
that an order granting the withdrawal of the Registration Statement be issued by
the Securities and Exchange Commission as soon as possible.
The Company reserves its right to file another Form 10
registration statement after the first Registration Statement is withdrawn.
Should you have any questions regarding this matter, please do
not hesitate to contact the undersigned.
Sincerely,
Path 1 Network Technologies Inc.
By: /s/ Michael T. Elliott
----------------------------------
Michael T. Elliott,
Chief Executive Officer
cc: Amy Moorhus
Hayden J. Trubitt, Esq.
