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                                  WAM!NET, INC.
                               655 Lone Oak Drive
                             Eagan, Minnesota 55121
                                 (651) 256-5100



                                   May 7, 2001



VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:   WAM!NET INC.
               Request to Withdraw Registration Statement on Form S-1
               (Registration No. 333-32514) Originally Filed March 15, 2000.
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Ladies and Gentlemen:

         Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended (the "Act"), WAM!NET Inc. (the "Registrant") hereby respectfully applies
to the Securities and Exchange Commission (the "Commission") for consent to the
withdrawal of the above-referenced registration statement on Form S-1 (the
"Registration Statement"), with such application to be approved effective as of
the date hereof or at the earliest practical date thereafter.

         The Registration Statement was filed in connection with a proposed
initial public offering of the Registrant's common stock, par value $0.01 per
share ("Common Stock"). The Registrant has determined that at this time it will
not proceed with the registration and sale of Common Stock as contemplated in
the Registration Statement as a result of market conditions. The Registrant's
management believes that withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors, as contemplated by
paragraph (a) of Rule 477 of the Act.

         The Registrant did not print or distribute any preliminary
prospectuses, nor has the Registrant offered or sold any Common Stock under the
Registration Statement. All activity regarding the proposed initial public
offering was discontinued several months ago. The Registrant reserves the right
to undertake one or more subsequent private offerings in reliance on Rule 155(c)
of the Act.
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Securities and Exchange Commission
May 7, 2001
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         Please provide the Registrant with a facsimile copy of the order
consenting to the withdrawal of the Registration Statement as soon as it is
available. The facsimile number of the Registrant is (651) 256-5176.

                                  Sincerely,

                                  WAM!NET INC.

                                  By:    /s/  Lisa A. Gray
                                         --------------------------------
                                         Name: Lisa A. Gray
                                         Title:Executive Vice-President,
                                               Business Affairs and General
                                               Counsel

cc:      Daniel D. Rubino, Esq.