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Arbinet Holdings, Inc.
33 Whitehall Street
19th Floor
New York, NY 10004
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Arbinet Holdings, Inc.
Registration Statement on Form S-1 - Application for Withdrawal
(Registration No. 333-32094)
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Gentlemen and Ladies:
In accordance with Rule 477 promulgated under the Securities
Act of 1933, as amended, Arbinet Holdings, Inc.(the "Company") hereby
requests that the Company's Registration Statement on Form S-1 (Registration
No. 333-32094) (the "Registration Statement"), and all exhibits thereto, be
withdrawn effective immediately. The Company is withdrawing the Registration
Statement, which has not been declared effective, because the proposed public
offering under the Registration Statement was abandoned due to market
conditions. No securities were sold or will be sold under the Registration
Statement.
The Company further requests that, pursuant to Rule 477(c),
an order with the date of the granting of the withdrawal be included in the
file for the above-captioned Registration Statement in the following manner:
"Withdrawn upon the request of the registrant, the Commission consenting
thereto."
If you have any questions with respect to this letter, please
call me at (917) 320-2072.
Sincerely,
ARBINET HOLDINGS, INC.
By: /s/ Neil A. Torpey
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Neil A. Torpey
Executive Vice President and
General Counsel
cc: Lawrence Goldberg
Stephen H. Cooper
William F. Schwitter, Jr.
