SecProbe.io

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Mail Stop 3561								July 11, 2005

Via U.S. Mail and Fax (763) 504-3060

Steven Bell
Chief Financial Officer
Multiband Corp
9449 Science Center Drive
New Hope, MN 55428

Re:	Multiband Corp
	Form 10-K/A for the year ended December 31, 2004
      Filed May 25, 2005

      Form 10-Q for Fiscal Quarter Ended May 31, 2005

	File No. 0-13529

Dear Mr. Bell:

We have reviewed your supplemental response letter dated May 25,
2005
as well as your filing and have the following comments.  As noted
in
our comment letter dated May 17, 2005, we have limited our review
to
your financial statements and related disclosures and do not
intend
to expand our review to other portions of your documents.

Form 10-K/A for the year ended December 31, 2004

1. We note your response to comment 1 in our letter dated May 7,
2005.  Please note that since your EBITDA calculation includes
`loss
from discontinue operations` and `other non cash expense
associated
with common stock issuance` it should not be characterized as
EBITDA
which is `earnings before interest, taxes and depreciation and
amortization`.  Revise the title of this measure to provide a
definition that clearly identifies the adjustments and how the
measure is being calculated.  For additional guidance refer to our
adopting release
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that
states
that a non-GAAP measure that is calculated differently than EBITDA
should not be characterized as EBITDA.

2. We refer to your response to comment 2.  Since you disclose
that
you manage your business based on your cash flows, it appears that
you are also using EBITDA as a measure of liquidity and therefore
it
should be reconciled to cash flows from operating activities.

3. If you believe that EBITDA is a measure of operating
performance
tell us why you feel that it is appropriate to exclude recurring
operating expenses from EBITDA.  For example, absent the non-cash
compensation plans, it appears that employees would likely have
received additional cash compensation.  Note that the guidance in
Question 8 of our Frequently Asked Questions document on non-GAAP
measures, which is available on our website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm, requires
you to demonstrate the usefulness of any measure that excludes
recurring items and to provide comprehensive disclosure if such a
presentation can be reasonably justified.  Please provide
additional
justification regarding the economic substance of this measure.
In
addition, if you continue to believe that such presentation is
appropriate, tell us and disclose in more detail the material
limitations of this measure in light of the exclusions discussed
above and the manner in which management compensates for these
limitations

4. We note your response to comment 5. Based on your disclosure
that
as a master system operator for DirecTV you earn a fixed
percentage
based on the net cash received by DirecTV for recurring monthly
services and a variable amount depending on the number of
activations
in a given month, it is still unclear to us why you recognize
revenue
for video programming on a gross basis.  Revise or advise.

In addition, addressing EITF 99-19, tell us why you believe that
you
act as a principal with regard to the revenue generated from
voice,
data and cable services.

5. With regard to your response to our prior comment 6 and
considering that you act as an agent in your relationship with
DirecTV, tell us in more detail why you believe that it is
appropriate under Paragraph 17 of SFAS 131 to aggregate your
operating segments.  Also, provide us with the information
provided
to your chief operating decision maker to make decisions about
resources to be allocated to the segments and assess their
performance. For additional guidance, refer to paragraph 10 and
127
of SFAS 131 and EITF Issue No. 04-10.

Form 10-Q for the quarter ended March 31, 2005

6. To the extent applicable, revise to comply with the comments
above.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may contact
Al
Rodriguez, Staff Accountant, at (202) 551-3370 or Carlos Pacho,
Senior Assistant Chief Accountant, at (202) 551-3835 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3810 with any other
questions. Please file your response letter on EDGAR.

							Sincerely,

							/s/ Carlos Pacho
							for Larry Spirgel
							Assistant Director

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Steven Bell
Multiband Corp
July 11, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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