SecProbe.io

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Mail Stop 0407

      							June 21, 2005

Jon A. Deluca
Director, President and Chief Executive Officer
FiberNet Telecom Group, Inc.
570 Lexington Avenue
New York, NY  10022

	Re:	FiberNet Telecom Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 30, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
				File No. 0-24661

Dear Mr. Deluca:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K  for the Fiscal Year ended December 31, 2004

 Management`s Discussion and Analysis

Results of Operations - Fiscal Year Ended December 31, 2004
Compared
to Fiscal Year Ended December 31, 2003, page 25

1. We note in Note 4 on page 58 that you experienced a
significantly
lower demand and reduction in pricing for services in 2002 and
2003.
Please expand MD&A to separately disclosure the amount of decrease
in
your revenues for each of these reasons.  See Financial Reporting
Codification section 501.04 or guidance.

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

Financial Statements

Note (17) Equity Transaction, page 67

2. We note that you recorded a charge for $2.0 million for the
repricing of 2.5 million warrants from $3.60 to $0.03 in 2003.  We
also note that you state that there was no difference in value
after
the repricing of 0.4 million warrants in 2004 from $3.60 to $0.001
and that your common stock was trading at prices ranging from
$0.60
to $1.84 in 2004.  Please tell us how you determined that the
repricing in 2004 did not trigger a charge in light of the charge
taken for a similar repricing in 2003.  Also, please address the
repricing of 0.5 million warrants in the first quarter of 2005 in
your response.

 *    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Claire DeLabar, Staff Accountant, at (202)
551-
3349 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Jon A. Deluca
FiberNet Telecom Group, Inc.
June 21, 2005
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