8-K

                                       
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                       
                             WASHINGTON, DC 20549
                                       
                                       
                                   Form 8-K
                                       
                                       
                                CURRENT REPORT
                                       
                                       
                                       
                       PURSUANT TO SECTION 13 OR 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                       


DATE OF REPORT: August 21, 1997 (signed)
(Date of the earliest event reported)  August 15, 1997


                                       
                         ROCKY MOUNTAIN INTERNET, INC.
              Exact name of Registrant as specified in its charter
                                       
                                       
                      COMMISSION FILE NUMBER:  001-12063
                                       

DELAWARE                                                              84-1322326
- --------                                                              ----------
State or other jurisdiction of                                      IRS Employer
incorporation or organization                                     Identification


1099 18TH STREET, SUITE 3000 DENVER COLORADO                             80202
- --------------------------------------------                           --------
Address of principal executive offices                                 Zip Code


Registrant's telephone number, including area code:  303-672-0700



ITEM 5.  OTHER EVENTS

On August 15, 1997, based on the Form 10-Q filed by Rocky Mountain Internet, 
Inc. (the "Company") with the US Securities and Exchange Commission on the 
same date, The Nasdaq Stock Market, Inc. ("Nasdaq") notified the Company that 
the Company's capital and surplus was less than the $1,000,000 required to 
maintain listing on the Nasdaq SmallCap market and, that in light of such 
circumstances, the Company's common shares are subject to delisting from the 
market effective as of August 29, 1997.  Nasdaq has allowed the Company until 
August 29, 1997, to submit a proposal for achieving compliance with its 
listing requirements, and based on that proposal Nasdaq will determine 
whether or not the Company may continue to be listed on the Nasdaq Stock 
Market.

The Company will respond to Nasdaq with a plan to achieve compliance with the 
Nasdaq listing requirements by the required date and is hopeful that the plan 
will be accepted.  The Company is in the process of a Private Placement to 
raise up to approximately $2,150,000 in equity capital.  The Company is 
optimistic that the combination of funds received from the Private Placement 
if successfully completed plus an operating plan, if successfully completed, 
that calls for the Company to move to profitability in the first half of 
1998, should result in compliance with the Nasdaq requirements, but there is 
no certainty of that result.



Please see Exhibit 1 for the text of the Nasdaq notification letter.



Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by  
undersigned, thereunto duly authorized.


ROCKY MOUNTAIN INTERNET, INC.


By:  /s/ DAVID L. EVANS                          Date: August 21, 1997
    ------------------------------
    David L. Evans
    Chief Financial Officer, 
    and Executive Vice President

EX-1

EXHIBIT 1 - NASDAQ NOTIFICATION LETTER

THE NASDAQ STOCK MARKET, INC.

August 15, 1997

Mr. Dave Evans
Rocky Mountain Internet, Inc.
1099 18th Street
Suite 3000
Denver, CO 80202

Dear Mr. Evans:

In our most recent review of your Form 10-Q for the period ended June 30, 
1997, we found that your Company's capital and surplus was less than 
$1,000,000.  As you know, companies listed on the Nasdaq SmallCap Market-SM- 
must maintain capital and surplus of at least $1,000,000 to qualify for 
continued listing.(1)  In light of the circumstances, the Company's shares of 
common stock, warrants, and units are subject to delisting, effective with 
the close of business on August 29, 1997, unless the Company can provide 
three (3) copies of an SEC-filed report, which demonstrates that the Company 
currently meets all the Nasdaq SmallCap Market listing criteria.

If the Company cannot file the required report or demonstrate compliance on 
or before the August 29, 1997 deadline, it must submit, by that date, its 
proposal(s) for achieving compliance.  On the basis of the information 
provided by the Company, the staff will determine whether or not the Company 
may continue to be listed on The Nasdaq Stock Market-SM-.  The proposal should 
include:

- - a definitive plan which the Company believes will result in its meeting all
  Nasdaq SmallCap Market continuing listing requirements;

- - the time frame necessary for completion; and
    
- - any relevant information to support its plan of compliance, including but not
  limited to, financial projections, agreements, offering circulars, comments
  from its independent accountants, letters of intent, contracts or schedules.

Should the Company fail to submit the necessary information in the time frame 
set herein, or if the submission is deemed not to warrant continued listing, 
we will immediately issue a formal notice of deficiency.  This formal notice 
of deficiency will specify the delisting date for the Company's securities.  

If you have any questions concerning the compliance issues discussed above, 
please contact me at (800) 203-9455.

Very truly yours,  

/s/ Leslie Bosch
Leslie A. Bosch
Analyst
Listing Qualification





(1)  Marketplace Rule 4310 (c)(3).