MAGINET CORPORATION 405 TASMAN DRIVE SUNNYVALE, CALIFORNIA 94089 December 30, 1996 Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, NW Washington, DC 20549 Attn: Nancy Oremland, Esq. John Weitzel, Esq. Melanie Fowler, Esq. James M. Daley, Esq. Re: MAGINET CORPORATION REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-12185): REVOCATION OF REQUEST FOR ACCELERATION OF EFFECTIVENESS AND REQUEST FOR WITHDRAWAL OF REGISTRATION STATEMENT ON FORM 8-A Ladies and Gentlemen: Due to market conditions MagiNet Corporation (the "Registrant") hereby revokes the acceleration request filed with the Securities and Exchange Commission on December 12, 1996 with respect to the Registrant's Registration Statement on Form S-1 (File No. 333-12185), pursuant to which the Registrant had requested that its Registration Statement be declared effective at 4:30 p.m. Eastern Standard Time on Monday, December 16, 1996. In addition, the Registrant hereby revokes its December 5, 1996 request that the Commission make the Registrant's Form 8-A Registration Statement effective simultaneous with the effectiveness of the Form S-1. The Registrant also hereby withdraws the Registrant's Form 8-A Registration Statement filed December 5, 1996, to prevent such Registration Statement from automatically becoming effective within sixty days. Please note that the Registrant is not withdrawing its Registration Statement on Form S-1 at this time. Thank you for your attention to this matter. Sincerely, MAGINET CORPORATION By: /s/ JAMES A. BARTH -------------------------- Print Name: James A. Barth Title: Executive Vice-President, Chief Financial Officer