MAGINET CORPORATION 405 TASMAN DRIVE SUNNYVALE, CALIFORNIA 94089 February 13, 1997 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 REQUEST FOR WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-12185) Ladies and Gentlemen: Due to market condition, MagiNet Corporation (the "Registration") hereby withdraws the Registrant's Registration Statement on Form S-1 (File No. 333- 12185) initially filed with the Commission September 17, 1996, and subsequently amended on October 7, 1996, November 22, 1996, December 9, 1996 and December 17, 1996. The Registrant has not sold any of its securities to any of the individuals solicited by means of the Preliminary Prospectus contained in such Registration Statement. The Registrant would also like to withdraw its request for Confidential Treatment which was submitted in connection with the Registration Statement and originally filed on September 17, 1996, and subsequently amended. Thank you for your attention to this matter. Sincerely, MAGINET CORPORATION /S/ James A. Barth ------------------------------ James A. Barth Executive Vice-President, Chief Financial Officer