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September 11, 1998
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 83
BY FACSIMILE TO (202) 942-9516 AND U.S. MAIL
Ms. Barbara Jacobs, Chief
Office of Small Business
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: U.S. OnLine Communications, Inc.
Registration Statement on Form S-1
Registration No. 333-51781
Initially filed May 5, 1998
Dear Ms. Jacobs:
Pursuant to Rule 477 of Regulation C under the Securities Act of 1933, we
hereby make application for withdrawal of the above-referenced registration
statement due to market conditions. Please also withdraw our registration
statement on Form 8-A filed under the Securities Exchange Act of 1934.
If you have any questions or require further information, please contact
me at (512) 651-3734, or contact William Barker of Graham & James at (206)
389-1754.
Sincerely,
/s/ Donald E. Barlow
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Donald E. Barlow
Chief Financial Officer
cc: Alison Toledo, U.S. Securities and Exchange Commission
Barington Capital Group
Kramer Levin Naftalis & Frankel
Graham & James
