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      Response Letter

              Day,
                Berry & Howard llp

              COUNSELLORS
                AT LAW

              Bonnie
                J. Roe

              Direct
                Dial: (212) 829-3605

              E-mail:
                bjroe@dbh.com

                                                              July
        11,
        2005

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, NE

    Washington,
      DC 20549

    Attention:
      Mark P. Shuman

            Re:

              Globix
                Corporation

    Registration
      Statement on Form S-3

    Filed
      May 24, 2005

    File
      No. 333-125185

    Form
      10-K for fiscal year ended September 30, 2004

    Form
      10-Q for the fiscal quarters ended December 31, 2005 and March
      31, 2005

    File
      No. 1-14168

    Dear
      Mr.
      Shuman:

    On
      behalf
      of Globix Corporation, a Delaware corporation (the “Company” or “Globix”), we
      hereby submit for filing under the Securities Act of 1933 Amendment No. 1 to
      the
      Registration Statement on Form S-3, Registration No. 333-125185 (the
“Registration Statement”) relating to the sale of shares of Globix common stock
      by certain selling stockholders.

    Set
      forth
      below are the Company’s responses to the comments given by the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated
      June 23, 2005 with respect to the Registration Statement.  Attached
      is a
      courtesy copy of the draft response to comments submitted to the SEC by fax
      on
      July 1, 2005.

    The
      following responses are keyed to the sequential numbering of the comments in
      the
      SEC letter.

    Securities
      and Exchange Commission

    Page
      -2-

    July
      11,
      2005

    Selling
      Holders

    Comment
      1. Please
      tell us the exemption from the registration requirements you relied upon with
      respect to the debt-for-equity exchange transactions that were conditions of
      the
      NEON merger. Tell us whether you believe that the requirements of Section
      3(a)(9) were satisfied with respect to that exchange.

    Response
      1. The
      Company relied on the safe harbor provided by Rule 506 under Regulation D under
      the Securities Act of 1933 (the “Securities Act”) and the private offering
      exemption under Section 4(2) of the Securities Act in connection with the
      debt-for-equity exchange transactions that were conditions of the NEON merger.
      The Company believes that the requirements of Section 3(a)(9) of the Securities
      Act were also satisfied with respect to the debt-for-equity exchange. An
      analysis of the application of both of these exemptions is set forth
      below.

    Section
      3(a)(9)

    The
      four
      general requirements of a Section 3(a)(9) exchange are:

              (a)

              The
                securities offered for exchange must be issued by the same entity
                that
                issued the outstanding securities that are tendered in
                exchange;

              (b)

              The
                security holders must not be asked to part with anything of value
                besides
                the outstanding securities tendered in the
                exchange;

              (c)

              The
                exchange must be offered exclusively to the issuer’s existing security
                holders; and

              (d)

              The
                issuer must not pay any compensation for the solicitation of the
                exchange.

    J.
      William Hicks, Exempted Transactions under the Securities Act of 1933, 2d
      Edition, Vol. 7 §2.22; Charles J. Johnson, Jr., Joseph McLaughlin, Corporate
      Finance and the Securities Laws, 3rd Edition, pp 954 - 63.

    Each
      of
      the four requirements were satisfied in this transaction. Shares of common
      stock
      of Globix were exchanged for outstanding senior notes of Globix; securities
      of
      no other issuers were involved. The security holders did not provide any other
      consideration other than 11% senior notes. The exchange was offered only to
      seven holders of the 11% senior notes (each of whom signed a confidentiality
      agreement with the Company). No broker or other intermediary was used and no
      compensation was paid to any person for soliciting the exchange.

    The
      exchanges were effected through individually negotiated Securities Exchange
      Agreements entered into in early October 2004. As a result of a “most favored
      nation clause,” requested by some of the holders, the Securities Exchange
      Agreements were ultimately identical, although different holders requested
      different contractual provisions. One of the provisions requested by one holder
      was to impose a penalty for failure to register the shares received in exchange
      as promptly as possible, or to hold the registration statement open for a
      sufficient period of time to permit the resale of the shares. In response to
      this request, and in order to assure investors that it would seek to register
      the resale of their shares promptly following the closing, the Company agreed
      to
      let the participants in the debt-for-equity exchange purchase additional shares
      of Globix common stock if the registration statement for the shares issued
      in
      the exchange was not effective within 120 days after the NEON merger, or if
      the
      registration statement was not effective for more than ninety days in the
      aggregate during the first twelve months.

Securities
        and Exchange Commission

      Page
        -3-

      July
        11,
        2005

    The
      penalty rights are essentially contingent
      warrants issued along with the shares in the initial debt-for-equity exchange.
      As such, the rights are securities of Globix issued in the exchange. The Staff
      has on various occasions indicated that warrants that are exercisable for cash
      or other consideration can be issued in a transaction that is exempt under
      Section 3(a)(9) of the Securities Act. Superior
      TeleTec Inc.,
      October
      26, 1990; Infotronics,
      April
      3, 1972. The Staff has also issued no action letters under Section 3(a)(9)
      covering exchanges in which convertible securities or other securities that
      might call for making an investment decision at a later date were issued in
      an
      exempt transaction under Section 3(a)(9). Homestake
      Mining Company,
      August
      28, 1998. The letters do not require the exercise of the rights granted in
      the
      Section 3(a)(9) to be made in a transaction that would comply with Section
      3(a)(9).

    Rule
      506 and the Private Placement Exemption

    The
      debt-for-equity exchange was a privately negotiated transaction with seven
      investors known to the Company. Each of the investors had adequate disclosure
      concerning the Company and the transaction. Each of the investors was an
      accredited investor within the meaning of Rule 501(a)(1), (a)(3) or (a)(7)
      (and
      thus also an “institutional investor” within the meaning of the no action
      letter, Black
      Box Incorporated,
      June
      26, 1990); the Company believes that certain of the investors are also
“qualified institutional buyers” within the meaning of Rule 144A (a)(1). The
      Company filed a Form D with respect to the debt-for-equity exchange on March
      22,
      2005. Thus it would appear that the Company fulfilled the requirements of Rule
      506 and the private placement exemption when the transaction is viewed in
      isolation. Addressed below are issues of completion and the integration of
      the
      debt-for-equity exchange with the penalty provision.

    Completion.
      Because
      the investors were at market risk with respect to the shares issued in the
      debt-for-equity exchange as of October 2004 and the purchase of those shares
      closed as of March 7, 2005 (final closing mechanics being actually completed
      on
      March 8, 2005), the debt-for-equity exchange should be considered to have been
      completed a substantial period of time prior to the filing of the registration
      statement with respect to such shares.

    Rule
      152
      under the Securities Act states simply:

    The
      phrase "transactions by an issuer not involving any public offering" in
 Section
      4(2) shall be deemed to apply to transactions not involving any public offering
      at  the
      time
      of said transactions although subsequently thereto the issuer decides to make
      a
 public
      offering and/or files
      a
      registration statement.

      Securities
        and Exchange Commission

      Page
        -4-

      July
        11,
        2005

    In
      the
Black
      Box no-action
      letter, the Staff indicated that a private placement would not be integrated
      with a subsequent public offering of the shares as long as the purchasers in
      the
      private placement were obligated to purchase the securities in the private
      placement subject only to satisfaction of specified conditions which were not
      within the control of the purchasers and the terms of the investment were not
      renegotiated subsequent to the filing of the registration statement.

    A
      similar
      position is taken by the Staff in the Manual of Publicly Available Telephone
      Interpretations, March 1999, 3S with respect to PIPE (private investment, public
      equity) transactions. In these transactions, the Manual indicates that the
      Staff
      will not object if the investor is “at market risk” once the secondary
      registration statement is filed and that the closing takes place shortly after
      the registration statement becomes effective. The Manual notes that, “The
      investor must be irrevocably bound to purchase a set number of securities for
      a
      set purchase price that is not based on market price or a fluctuating ratio,
      either at the time of effectiveness of the resale registration statement or
      at
      any subsequent date.” In the case of convertible securities, where the secondary
      registration statement will cover the underlying shares, the investor must
      be at
      market risk, as described above, with respect to convertible securities, but
      need not effect the exchange into the underlying shares.

    The
      debt-for-equity exchange is not exactly comparable to a PIPE transaction,
      although the principle of market risk can be applied in a manner consistent
      with
      the Staff’s interpretation. The debt-for-equity exchange was not contingent upon
      the filing or effectiveness of a registration statement and the shares were
      not
      issued for cash that might otherwise have been raised in a public transaction.
      Following the execution of the Securities Exchange Agreements, the occurrence
      of
      the merger was the only substantial condition to the investors’ obligation to
      surrender $12.5 million in senior secured notes, in exchange for shares of
      common stock at a rate of $2.75 in debt for each share of stock. Upon the
      occurrence of the merger, the investors had irrevocably purchased the shares
      for
      which secondary registration is now sought.

    As
      indicated above, the contingent right to purchase additional shares was intended
      to assure one investor of the Company’s bona fides in offering to register the
      secondary sale of shares received in the debt-for-equity exchange. While the
      rights might have some value at some point, the rights were specifically
      designed to have no impact on the market risk of the investors with respect
      to
      the shares for which registration is now sought. The rights were priced at
      the
      same price as the debt-for-equity exchange, and their terms and the conditions
      to their exercisability were negotiated at the time of the Securities Exchange
      Agreements. If the price of the Globix common stock does not increase beyond
      the
      $2.75 price used in the debt-for-equity exchange, the contingent rights will
      have no value. If exercised, the rights would not substantially change the
      size
      of any of the investor’s current holdings. Based on these facts, the rights
      would seem to be less abusive of the registration process than a formula
      adjustment in terms made prior to the effectiveness of the registration
      statement in a PIPE transaction. Moreover, the decision to exercise the rights,
      if made, would seem comparable to a decision to convert a convertible security.
      Given the fact that neither the rights nor the shares underlying them are being
      registered, as well as the separation of the debt-for-equity investment from
      the
      registration of the debt-for-equity shares, it would seem appropriate to
      conclude that the primary offering of the debt-for-equity shares is currently
      complete, regardless of the existence of the contingent rights.

      Securities
        and Exchange Commission

      Page
        -5-

      July
        11,
        2005

    Integration.
      The
      note to Rule 502(a) under the Securities Act identifies the following five
      factors that should be considered in determining whether an offering that
      otherwise complies with Rule 506 are part of the same offering as offers or
      sales made within six months of such offering:

              (a)

              Whether
                the sales are part of a single plan of
                financing;

              (b)

              Whether
                the sales involve issuance of the same class of
                securities;

              (c)

              Whether
                the sales have been made at or about the same
                time;

              (d)

              Whether
                the same type of consideration is being received;
                and

              (e)

              Whether
                the sales are made for the same general
                purpose.

    As
      explained below, the debt-for-equity exchange would not be integrated with
      any
      offering under the contingent rights because of the separation in time of any
      sales in the two offerings, and the difference in the type of consideration.
      Moreover, prior to the exercise (if at all) of the contingent rights, the rights
      will not be the same class of security as the shares acquired in the
      debt-for-equity exchange. While the contingent rights were granted to make
      the
      debt-for-equity exchange more attractive, the two transactions are functionally
      different enough to call into question whether they should be treated as being
      part of a single plan of financing or having the same general purpose.

    As
      described above, the purchase under the debt-for-equity exchange was completed
      on March 7, 2005 (with all items required for closing actually complete on
      March
      8, 2005); the offering process for the debt-for-equity exchange was arguably
      complete in early October 2004. Under Section 2(a)(3) of the Securities Act,
      however, the offering of the first tranche of the shares under the contingent
      rights did not begin until 120 days after the merger of NEON with and into
      a
      subsidiary of Globix, while t