Wave2Wave Communications, Inc.
433 Hackensack Avenue
Hackensack, New Jersey 07601
| December 17, 2010 |
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3561.
Washington, D.C. 20549
Re: | Wave2Wave Communications, Inc. |
Registration Statement
File No. 333-164791
Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Wave2Wave Communications, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of its Registration Statement on Form S-1 (Registration No. 333-164791), originally filed on February 8, 2010 and was declared effective by the Commission on November 12, 2010.
No securities were sold or will be sold under the Registration Statement. The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Registrant requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant's account to be offset against the filing fee for the filing of any future registration statement or registration statements.
Please address any questions you may have to Jeffrey P. Schultz at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, New York 10017, telephone number (212) 692-6732, facsimile number (212) 983-3115.
Thank you for your assistance with this matter.
| Sincerely, |
| Wave2Wave Communications, Inc. |
| By: __/s/ Aaron Dobrinsky_________ |
| |
| Aaron Dobrinsky, Chief Executive Officer | ||
