SEC Division of Corporation Finance no-action letter: Pae Tec Corp.

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Securities Exchange Act of 1934 Section 12(g); Section 12(h)

No Action, Interpretive and/or Exemptive Letter:

July 16, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re:

PaeTec Corp. (the "Company") Incoming letter dated July 9, 2002

Based on the facts presented, the Division will not raise any objection if the Company does not comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), which arose at the end of the Company's 2000 fiscal year, with respect to options granted and to be granted pursuant to the Company's 1998 Incentive Compensation Plan and 2001 Stock Option and Incentive Plan in the manner and subject to the terms and conditions set forth in your letter. This position applies to the period beginning April 30, 2001 and will remain in effect until the Company first registers any class of its securities under the Securities Act of 1933 or until the Company becomes subject to the reporting requirements of the Exchange Act with respect to any other class of its securities. This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusion on the question presented. Sincerely, David C. Lee Special Counsel