SecProbe.io

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Mail Stop 4-7

      March 14, 2005

Via U.S. Mail and Fax: (415) 315-6350
Sandra Thomas Watson
Secretary
First Avenue Networks, Inc.
230 Court Square, Suite 202
Charlottesville, VA 22902

	Re:	First Avenue Networks, Inc.
		Registration Statement on Form S-3
		Filed February 10, 2005, as amended March 1, 2005
		File No. 333-122684

		Form 10-K for fiscal year ended December 31, 2004
		Filed February 10, 2005

		Form 8-K/A
		Filed February 10, 2005
		File No. 0-21091

Dear Mr. Turner:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your Form S-3, and if
appropriate, your Form 10-K in response to these comments.  If you
disagree with any of our comments, 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 supplemental
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3, as amended

General
1. We note that you have added selling shareholders and increased
the
number of shares being registered on behalf of selling
shareholders
in Amendment No. 1 to your Form S-3.  Please confirm that the
private
offers of all the shares being registered for resale were complete
at
the time you first filed your Form S-3.
2. We note that you intend to incorporate by reference the
information required by Part III of Form 10-K from your definitive
proxy statement.  Please note that this information must be filed
prior to the effectiveness of your Form S-3.  Therefore, prior to
effectiveness, please file your definitive proxy statement or
amend
your Form 10-K to include the required information.  See
Interpretation 6 under Section H in the Publicly Available
Telephone
Interpretations (July 1997).  In addition, remove from your
incorporation by reference section your definitive proxy statement
for last year`s meeting.  We may have further comments upon the
filing of the information required by Part III of Form 10-K.

Prospectus Cover Page
3. Please remove all defined terms from the cover page of the
prospectus.  In this regard, it shouldn`t be necessary to define
yourself as "First Avenue" or "the Company" as it is unlikely that
readers will think that the shortened version of your name or
references to the company refer to anyone else.

Summary, page 1
4. Please revise your summary to clearly explain what you do.  In
this regard, your reliance on technical and industry jargon may be
confusing to an ordinary investor with no prior knowledge of terms
such as "millimeter wave spectrum," "39GHz spectrum," "channel
pops,"
"fixed wireless," "backhauling," "fiber optic networks," "cellular
backhaul network," "wireless links" and "spectrum portfolio."
Instead, describe what you do in concrete, everyday language.
5. Furthermore, please explain the significance of measures such
as
"channel pops" and the population coverage of your licenses.  For
example, what is a channel, and why is the number of channels
multiplied by the population covered by these channels important
to
understanding your current operations?  In this regard, please
explain, if true, that the actual number of customers and traffic
over your network is substantially less that your license coverage
and capacity.
6. To provide balance to your disclosure, clearly disclose the
development stage of your business and the extent to which you are
currently generating revenues from your products and services.
For
example, revise the beginning of your summary to discuss your
history
of net operating losses, negative operating cash flows and only
nominal revenues from operations to date.  Disclose that you only
have nine employees and that you are in the process of developing
your business.  Disclose that you will need to build your
infrastructure and operational capabilities to pursue the
opportunities you have identified for your spectrum licenses.  In
this regard, disclose the extent to which the products and
services
you identify in the summary are generating revenues and are
operational, and if not, what steps you must take to make them
operational.

Risk Factors, page 1
7. Please consider adding a risk factor discussing the volatility
in
the valuation of your FCC licenses, and how this fluctuation could
also cause volatility in the trading price of your stock.  We note
the $24.8 million impairment of the carrying value of your FCC
licenses, how that impairment constituted over 50% of the prior
carrying value of your FCC licenses and resulted in an expense,
and
how a third party recently determined the fair market value of
your
FCC licenses to be $89 million.

	Our FCC licenses may be canceled..., page 2
8. The significance of your disclosure is difficult to understand
without knowledge of FCC regulations and procedures.  Please
revise
this risk factor to clarify the matter that is pending before the
FCC, the licenses involved, and the potential violation of the FCC
rules that may have occurred.  In addition, please revise your
risk
factor heading to address this FCC matter.
9. Please remove the mitigating language from the last sentence of
this risk factor.

      Our FCC licenses may not be renewed..., page 2
10. Please revise to explain "point-to-point" offerings and what
it
would mean to have constructed "four links per channel."  To
provide
context, disclose whether the products and services you offer
involve
point-to-point offerings, and if so, the extent to which you have
constructed the required four links per channel.  In addition, to
the
extent material, clarify what percentage of your FCC licenses are
subject to renewal in 2006.

Our spectrum leasing strategy may not be accepted, page 5
11. Please revise to explain the regulatory constraints that have
hampered leasing small amounts of spectrum, and whether or not
those
regulatory constraints still exist.

In light of our brief operating history..., page 6
12. To provide context, briefly explain your strategy pre- and
post-
reorganization.

Selling Stockholders, page 9
13. The disclosure in the first two paragraphs on page 9 is
difficult
to follow due to your use of embedded lists of information.  To
make
the disclosure more readable, we encourage you to break out the
disclosure into bullet points.
14. In addition, please provide more information about the
transactions and warrants issued in the transactions.  For
example,
* disclose the exercise prices and terms of all the warrants;
* identify the placement agent for the December 2004 private
placement;
* explain why you disclose that the warrants were initially issued
to
the placement agent;
* explain how the interest component on the notes works and
whether
all the warrants have already been issued.

These are just examples.  We may have further comments.
15. We note that you have registered for resale the shares
issuable
upon exercise of the warrants issued in the December 2004 private
placement.  However, you state in the third paragraph on page 9
that
you have not included those shares in the selling stockholders
table
because "none of the warrants are currently exercisable."  Please
explain this statement.  If you are registering the shares
underlying
the warrants for resale, you must identify the selling
stockholders
of these shares and the amounts they may sell under the prospectus
in
the selling stockholders table.  Furthermore, it appears from your
disclosure in the second paragraph on page 9 that at least 50% of
the
warrants may be currently exercisable and that the rest of the
warrants will become exercisable upon effectiveness of the
registration statement.  Lastly, we note that the total number of
shares listed under the "Shares Being Offered" column equals the
total number of shares being registered.  This suggests that you
have
included the December 2004 warrants shares in the table.  Please
revise and advise.
16. In the third paragraph on page 9, you state that "the number
of
shares of common stock listed as beneficially owned and
potentially
offered by this prospectus represents the number of shares of
common
stock actually owned as of February 25, 2005" (emphasis added).
Please explain what you mean by "actually owned."  In this regard,
share ownership should be computed on the basis of beneficial
ownership as determined in accordance with Rule 13d-3.
17. In the third paragraph on page 9, you state that "no estimate
can
be given as to the amount or percentage of common stock that will
be
held by the selling stockholders upon termination of the
offering."
This statement appears to contradict the disclosure in the table
as
well as the disclosure in footnote (1) to the table.  Please
revise
or advise.
18. Please identify through footnote disclosure the selling
stockholders that are affiliated with the placement agent for your
December 2004 private placement.  Disclose whether or not the
affiliates purchased in the ordinary course of business and
whether
or not, at the time they acquired the securities, they had any
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.

19. We note that you identify Loeb Partners Corporation as a
registered broker-dealer.  Since Loeb Partners is a broker-dealer,
you must identified it as an underwriter, and you must use the
form
on which you are eligible to make a primary offering.  Please
revise
the registration statement accordingly.

Plan of Distribution, page 16
20. You disclose that, "the selling shareholders may also engage
in
short sales of shares and, in those instances, this prospectus may
be
delivered in connection with the short sales and the shares
offered
under this prospectus may be used to cover the short sales."
Please
tell us whether any selling shareholders have entered into such
short
sales.  Please refer to interpretation #65 under Section A of the
July 1997 Division of Corporation Finance Manual of Publicly
Available Telephone Interpretations.  Revise your disclosure
accordingly.

Form 10-K for fiscal year ended December 31, 2004

General
21. Please revise your Form 10-K to comply with comments on the
Form
S-3 that are applicable.  In this regard, we note that the summary
and risk factor disclosure in your Form S-3 is repeated in your
Form
10-K.  You should revise and clarify the corresponding and related
disclosure throughout your Form 10-K.

Item 1.  Business, page 4

	Industry Discussion, page 4
22. To balance your disclosure, please briefly discuss the
disadvantages of fixed wireless services and provide a cross-
reference to your competition section where the potential
advantages
and disadvantages are discussed in more detail.

	Our Competition, page 8
23. Please discuss in more detail the comparative reliability and
security of fixed wireless networks to provide context to your
statement that "market perceptions as to reliability and security
for
the relatively earlier-stage wireless networks as compared to
copper
or fiber networks provide us with additional marketing
challenges."

Item 7. Management`s Discussion and Analysis..., page 20
24. Please disclose the name of the large national
telecommunications
carrier that entered into an Express Net contract, to the extent
material.  Tell us what consideration you gave to filing this
agreement as a material contract.
25. Please disclose in what regions you are currently leasing
spectrum.
26. Your executive overview should provide context for the
remainder
of your discussion.  Therefore, we encourage you to revise this
overview to discuss your filing for Chapter 11 bankruptcy, your
emergence from Chapter 11 in 2001, your primary business strategy
before filing for Chapter 11, how your strategy changed after
emerging from Chapter 11, how the acquisition of Teligent fits
into
that new strategy, and the most important matters on which the
executives of First Avenue Networks focus in evaluating financial
condition and operating performance.
27. Your management`s discussion and analysis should provide a
discussion of any known trends, demands, commitments, events, and
uncertainties that are likely to have a material impact on the
company`s liquidity, capital resources, or results of operations
in
the future.  For example,

* You have experienced substantial increases in your technical and
network operations expenses, sales and marketing expenses and
general
and administrative costs and expenses.  Do you expect that trend
to
continue for each expense?  Why or why not?

* How do you expect your acquisition of Teligent`s assets to
impact
your operations and liquidity and capital resources?

* Since you are in the process of developing your spectrum leasing
program and other opportunities that you have identified, what
aspects of your business, including the operations you acquired
from
Teligent, do you anticipate will contribute most to your revenues,
expenses, etc.?  What do you anticipate your capital expenditures
will be for the development of your operations?

* You state that many of your FCC licenses will be subject to
renewal
starting in 2006, and that the renewal of those licenses is
contingent upon a showing of "substantial service."  How do you
meet
this standard?  How does the requirement to meet this standard
impact
your results of operations, liquidity and capital resources?  What
would be the impact if your licenses are not renewed?

Liquidity and Capital Resources, page 22
28. Please provide a more detailed analysis as to why First Avenue
Networks "believes that its cash resources are sufficient to fund
its
operations and capital requirements beyond 2005."  You should
describe in greater detail your short-term (12 months) and long-
term
cash requirements, including the amounts of these requirements.
Your
discussion should also focus on the funds necessary to maintain
current operations, complete projects already underway, and
achieve
stated objectives and plans.  Finally, you should discuss the
sources
of your short-term and long-term funding and the circumstances
that
are reasonably likely to affect those sources of liquidity.  See
Release No. 33-8056, <http://www.sec.gov/rules/other/33-8056.htm>.

Critical Accounting Matters and Significant Estimates, pages 24-25
29. You have identified those policies that you believe to be the
most critical to the portrayal of your financial condition and
results of operations.  However, since critical accounting
estimates
and assumptions are based on matters that are highly uncertain,
you
should analyze their specific sensitivity to change, based on
other
outcomes that are reasonably likely to occur and would have a
material effect.  Revise your disclosures in future filings to
provide quantitative as well as qualitative disclosure when
quantitative information is reasonably available and will provide
material information for investors.  You should analyze the
factors
that are subject to change and provide context in the form of
sensitivity analysis and other quantitative disclosure to allow
the
reader to understand how and why these policies are critical to
your
results of operations, financial condition and cash flows.  For
additional guidance, refer to Item 303 of Regulation S-K as well
as
Part Five of the Commission`s Interpretive Release on Management`s
Discussion and Analysis of Financial Condition and Results of
Operation which i