Five and Under

[ToshacH]

To a Nasdaq stock this is the kiss of death:

(Applies to: RTHM)

Rhythms NetConnections' Common Stock To Move To The Over-The-Counter
Bulletin Board

ENGLEWOOD, Colo., May 25, 2001 /PRNewswire via COMTEX/ -- Rhythms NetConnections
Inc. (Nasdaq: RTHM), a leading provider of broadband communication services,
said today that the Company's common stock will begin trading on the OTC
Bulletin Board(R) (OTCBB), effective as of the opening of business on May 30,
2001. The OTCBB is a regulated quotation service that displays real-time quotes,
last-sale prices and volume information in over-the-counter (OTC) equity
securities. The Company's ticker symbol (RTHM) will remain the same.

The move to the OTCBB follows the Company's receipt, on May 21, 2001, of formal
notification from NASDAQ that the Company's common stock would be delisted from
the NASDAQ National Market as of the opening of business on May 30, 2001,
because the Company does not currently comply with the $4 million of net
tangible assets and $1.00 minimum bid price requirements for continued listing
on the NASDAQ National Market. The Company has decided not to appeal the
delisting notice.

About Rhythms

Based in Englewood, Colo., Rhythms NetConnections Inc. (Nasdaq: RTHM) provides
DSL-based, broadband communication services to businesses and consumers.
Telecommunications services for Rhythms are provided by Rhythms Links Inc., a
wholly owned subsidiary of Rhythms. For more information, call 1-800-RHYTHMS
(1-800-749-8467), or visit the company's Web site at www.rhythms.com.

Rhythms, Rhythms NetConnections and (any product names for which trademark
applications have been filed) are trademarks of Rhythms NetConnections Inc.

The statements contained in these materials which are not historical facts may
contain forward-looking statements with respect to events, the occurrence of
which involve risks and uncertainties. Such statements are indicated by words or
phrases such as "anticipate," "estimate," "projects," "believes," "intends,"
"expects" and similar words and phrases. The following are important factors
that could cause Rhythms' actual results to differ materially from those
expressed or implied by such forward looking statements: the Company's need to
raise significant additional financing and continuing to work on extending its
cash resources, evaluating the size of its operations, implementing one or more
strategic alternatives; restructuring its balance sheet, attracting and
retaining customers, managing its strategic investments and strategic
relationships. Other factors include the highly competitive nature of the DSL
market; the rapid rate of technological change in the telecommunications
industry; Rhythms' history of operating losses and the unproven nature of its
business model; customer agreements are generally non- exclusive and terminable
by the customer on short notice; several customers are young, emerging companies
that are not fully funded; Rhythms' existing capital structure may affect its
ability to raise additional capital in the future; Rhythms' dependence on
incumbent carriers for collocation and transmission facilities and on unrelated
strategic third parties for certain sales and marketing services, equipment
installation and fiber optic transport facilities; the need to retain and
attract key personnel; and other economic, business, competitive and
governmental and/or regulatory risks detailed in Rhythms' filings with the
Securities and Exchange Commission. Rhythms undertakes no obligation to review
or confirm analysts' expectations or estimates or to release publicly any
revisions to any forward-looking statements after the date hereof or to reflect
the occurrence of unanticipated events.


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SOURCE Rhythms NetConnections Inc.


CONTACT: Chris Hardman, Rhythms Public Relations, 303-476-4259,
[e-mail], or Ali Perry, Rhythms Investor Relations, 303-476-5739,
[e-mail]

URL: http://www.rhythms.com
http://www.prnewswire.com

(C) 2001 PR Newswire. All rights reserved.

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KEYWORD: Colorado
INDUSTRY KEYWORD: CPR
SUBJECT CODE: OTC

STOCK SYMBOLS: [(rthm)]