<PAGE> 1
FLASHCOM, INC.
LETTERHEAD
December 12, 2000
BY FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Flashcom, Inc.- Registration on Form S-1, Registration No.
333-36976
Dear Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C promulgated under the Securities
Act of 1933, as amended, Flashcom, Inc. (the "Registrant") hereby requests that
its Registration Statement on Form S-1, Registration No. 333-36976 (the "Form
S-1"), be withdrawn as soon as practicable.
The reason for this request is that the proposed offering of shares of
Common Stock which were to have been covered by the Form S-1 has been abandoned
by the Registrant due to an adverse change in market conditions. The adverse
market conditions have made it impossible to sell the shares of Common Stock at
a price acceptable to the Registrant, or at all. No securities were issued or
sold under the Registration Statement.
If you have any questions regarding this request, please call me at
(714) 799-2393, or our counsel, Jeffrey B. Coyne, Esq. of Stradling Yocca
Carlson & Rauth at (949) 725-4116.
Very truly yours,
FLASHCOM, INC.
/s/ STEVEN R. PACELLI
----------------------------------
Steven R. Pacelli
Vice President and General Counsel
cc: Robert Doherty
Leigh P. Ryan, Esq.
