<PAGE> 1
FLASHCOM, INC.
LETTERHEAD
November 20, 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S-1"), be withdrawn as soon as practicable.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. 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.
