[LETTERHEAD  OF  NETWORK  INSTALLATION  CORPORATION]


February  17,  2004

U.S.  Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Attn:  Gail  A.  Pierce

Re:  Network  Installation  Corporation
        Registration  Statement  on  Form  SB-2
        File  No.  333-109740


Dear  Ms.  Pierce:

     Pursuant  to  Rule  477(a) promulgated under the Securities Act of 1933, as
amended  (the  "Securities  Act"),  Network  Installation  Corporation  (the
"Registrant")  hereby  respectfully  requests  that  the Securities and Exchange
Commission  consent to the withdrawal of its Registration Statement on Form SB-2
(File  No.  333-109740)  originally filed on January 21, 2004, together with all
amendments  and  exhibits  thereto (collectively, the "Registration Statement").

     The  Registration  Statement  covered  the  resale of certain shares of the
Registrant's  Common  Stock  by  the Registrant's stockholders. The Registration
Statement  has  not been declared effective and no shares of Common Stock of the
Registrant  have  been or will be resold pursuant to the Registration Statement.

     The  Registrant  further  requests  that, pursuant to Rule 477(c), an order
with  the date of the granting of the withdrawal be included in the file for the
aforementioned  Registration  Statement in the following manner: "Withdrawn upon
the  request  of  the  Registrant,  the  Commission  consenting  thereto."

     Please  forward  copies  of  the  order consenting to the withdrawal of the
Registration  Statement  to  the undersigned at 18 Technology Drive, Suite 140A,
Irvine, CA 92618, and Amy Trombly, Esq. 80 Dorcar Road, Newton, MA 02459. If you
have  any questions regarding this request, please call Ms. Amy Trombly at (617)
243-0850.

     Thank  you  for  your  assistance.


Very  truly  yours,

Network  Installation  Corporation


 /S/  Michael  Cummings
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Michael  Cummings
Chief  Executive  Officer