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                                                                   EXHIBIT 10.37



10/13/98

R H Y T H M S

October 13, 1998

Dave Shimp
230 Norwich Court
Lake Bluff, IL 60044

Subject: Offer of Employment with RHYTHMS NetConnections, Inc.


Dear Dave:

It gives me great pleasure to offer you employment with RHYTHMS, NetConnections
Inc. (RHYTHMS or the Company) This letter will serve to outline the basic terms
of your employment.

1.  Start of Employment: The effective date of your employment will be October
    16,1998.

2.  Your title will be Chief Marketing Officer. You will report directly to me.
    This offer is subject to approval of the Compensation Committee of Rhythms
    Board of Directors.

3.  Compensation: Your annual salary will be $175,000. You will be eligible for
    all standard company benefits.

4.  Bonus: You will be eligible for the 1998 Bonus Plan of 25% of your base
    salary.

5.  Stock: Subject to approval by the Board of Directors, you will be granted
         options to purchase 125,000 shares of Common Stock, at start of
         employment, at an exercise share equal to the fair market price of a
         share of the Company's common stock on the date the option is granted.
         The Board establishes the fair market price of a share of Common Stock.
         The fair market price of a share of Common Stock is generally in the
         range of 70%-75% of the value of a share of the Company's Preferred
         Stock, which was recently valued at $5.00 per share. Twenty five
         percent (25%) of the options will vest on the first anniversary of your
         start date and the remaining seventy five percent (75%) will vest
         thereafter on a monthly basis over the succeeding three (3) year
         period, total vesting period four (4) years.


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10/13/98




R H Y T H M S



6.  Miscellaneous: a) Signing Bonus;TBD (function of cash collections
negotiation With Ward Howell-LAI quotes fee analysis and schedule of bonus.) b)
The Company will provide a company apartment for one year. c) The Company will
provide a lease vehicle for use in Denver, CO. d) The Company will provide
airfare to commute weekends to Chicago, Ill. e) Line of credit concept for an
employee loan (maximum of $50K, 10% interest, payable eighteen (18) months
after date of hire.) f) Eligible for relocation expenses, approximately $80K,
if/when relocation to Denver, CO.

Employment with RHYTHMS will not be for a specified term and can be terminated
by you or by the Company at any time for any reason, with or without cause, and
with or without notice. Any contrary representations which may have been made or
which may be made to you are/will be superseded by this offer. The "at will"
nature of your employment described in this offer letter will constitute the
entire agreement between you and the Company concerning the duration of your
employment and the circumstances under which you or the Company may terminate
the employment relationship. Although your job duties, title, compensation and
benefits may change over time, the "at will" term of your employment can only be
changed in writing and signed by you and the President of the Company. If you
accept this offer, the terms described in this letter will be the terms of your
employment. This offer, is contingent on you executing the RHYTHMS Proprietary
Information and Inventions Agreement and Non-Competition Agreement, copies of
which are attached here to and incorporated by reference. The terms of this
letter and your employment will be governed by the laws of the State of
Colorado. In compliance with the Federal Immigration Reform Act, your employment
pursuant to this offer is contingent on your providing the legal required proof
of your identity and authorization to work in the United States.

Assuming this offer letter is acceptable to you, please sign and return to me,
along with signed copies of the Employee Proprietary Information and Inventions
Agreement and Covenant Not to Compete, which are enclosed.



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Catherine Hapka
President & CEO

     Dave, we believe we have an excellent opportunity to build a major next-
generation communication company. We are delighted that you are considering
joining our talented and energetic team, and I am looking forward to working
with you.

Sincerely,



/s/ Catherine Hapka
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Catherine Hapka
Chief Executive Officer




Accepted & Acknowledged

/s/ Dave Shimp                                        10-14-98
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Dave Shimp                                   Date