SecProbe.io

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Mail Stop 4-7

      April 18, 2005

Via U.S. Mail and Facsimile: (415) 315-6350

Sandra G. Thomas
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 Ms. Thomas:

      We have reviewed your filings and your April 4, 2005
response
letter and have the following comments.  Where indicated, we think
you should revise your Form S-3, and if appropriate, your Form 10-
K
for the fiscal year ended December 31, 2004 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

Summary, page 1

1. Your summary continues to include very detailed and technical
information about your business.  For example, we note that you
have
included a lengthy description of "channel pops" in the second
paragraph under "Our Company" in response to our prior comment 5,
but
the level of detail you provide may not be appropriate for a
summary
section.  If you are unable to provide a clear, brief discussion
of
various aspects of your business such as channel pops, then
consider
moving the references to a more appropriate location in the
prospectus.  Revise the summary so that ordinary investors have a
clear understanding of what you do and the services that you
provide.

2. Provide an estimated timeframe for your plans to grow your
business as mentioned in the fourth paragraph under "Our Company"
and
for the expansion of your customer base discussed under
"Development
Stage."

3. Move the paragraph under "Development Stage" to a more
prominent
location within the summary to ensure that you adequately convey
the
limited status of your operations.  Also revise this paragraph to
quantify your operating and net losses and negative cash flows.

Risk Factors, page 3

	Our FCC licenses may be canceled..., page 4

4. Briefly explain the way in which the lease of spectrum was
"highly
constrained" prior to the passage of the FCC`s Secondary Market
Initiative to provide a better understanding of how you may have
potentially violated the FCC rules by entering into leases during
that period.  Also revise to specifically reference the FCC matter
in
this risk factor caption as requested in prior comment 8.

	Our FCC licenses may not be renewed..., page 4

5. Clarify how you do not meet the substantial service guidance in
light of your disclosure that your current service offerings are
on a
point-to-point basis.  Is it because you have not constructed the
required four links per channel?  In addition, discuss your plans,
if
any, to address your non-compliance with the substantial service
requirement either in another location in the prospectus or your
amended Form 10-K.

      The volatility in the value of our licenses..., page 6

6. Provide brief examples of what may cause future declines in
your
license values and what factors contribute to the volatility.

Selling Stockholders, page 11

7. Disclose the exercise price and any other material terms of the
warrants issued to purchasers in the December 2004 private
placement.
See prior comment 14.

8. We note your response to our prior comment 19 and are reissuing
that comment.  Given that Loeb Partners Corporation is a
registered
broker-dealer and did not acquire the shares as compensation for
underwriter activities, please revise to identify Loeb Partners
Corporation as an underwriter.

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

Item 7. Management`s Discussion and Analysis...., page 20

9. As requested in prior comment 26, please revise your overview
to
address the most important matters on which management focuses in
evaluating the company`s financial condition and operating
performance.

10. Your response to our prior comment 27 states that the draft
Form
10-K contains revisions in response to that prior comment, but no
such revisions appear to have been made to the Form 10-K.  For
example:

* We asked whether you expected the trend of substantial increases
in
your technical and network operations expenses, sales and
marketing
expenses and administrative costs and expenses to continue as well
as
the reasons for your belief.
* We also asked how you expect your acquisition of Teligent`s
assets
will impact your operations and liquidity and capital resources
going
forward.

Please revise to address these issues in an amended Form 10-K.

11. In response to our prior comment 30, you provided
justification
for granting indefinite life treatment to the portfolio of FCC
licenses and enumerated this in several bullet points added to
your
Critical Accounting Matters and Significant Estimates section of
MD&A.  However, in a manner that contradicts this assertion, you
make
the following statement in a later paragraph:

"...the Company does not currently meet the substantial service
guidance provided by the FCC and may not be able to meet this
requirement before the expiration date of its licenses, or the FCC
may modify its definition of substantial service and, in the
future,
the Company may offer products for which the FCC establishes more
stringent substantial service requirements.  The Company may be
unable to meet the FCC`s renewal requirements and could lose its
licenses.  The loss of some of its licenses could limit the
expansion
of the Company`s business and harm its operating results."

This statement mirrors a portion of the explanation detailing one
of
the risks identified in the "Risks Related to our Business"
section
of the company`s amended S-3, filed April 4, 2005.  While this
qualification certainly warrants inclusion in MD&A, it casts
uncertainty on the company`s likelihood of receiving license
renewal
and contradicts the company`s justification for accounting for the
licenses as indefinite (useful) lived assets.

      Please revise to address these issues in an amended Form 10-
K.

Item 8-K filed February 10, 2005
12. Refer to your response to comment 32.  We are not persuaded by
your argument that the average market price including days before
and
after the announcement of the Teligent acquisition is not
reflective
of the price negotiated between the parties.  Considering that the
number of shares issued (or amount of other consideration) is not
subject to change pursuant to the existing terms of the
acquisition
agreement, you should determine the fair value of the shares
issued
using the market price of the securities over a reasonable period
of
time before and after the terms of the acquisition are agreed to
and
announced, in accordance with paragraph 22 of SFAS 141 and the
consensus on Issue 1 in EITF 99-12.

      Please revise to address these issues in your upcoming Form
10-
Q.

*	*	*	*

      Please amend your Form S-3 and your periodic reports in
response to these comments.  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 supplemental 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 will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Paul Monsour, Staff Accountant, at (202)
942-
1909 or Ivette Leon, Senior Staff Accountant, at (202) 942-1982 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Derek Swanson, Staff Attorney, at
(202) 824-5526, or Michele Anderson, Legal Branch Chief, at (202)
942-1797 if you have any other questions.

							Sincerely,

							Michele Anderson
							Branch Chief

cc:	Juliana Capata
	Ropes & Gray LLP
	Via Facsimile: (415) 315-6350
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Ms. Thomas
First Avenue Networks, Inc.
April 27, 2005
Page 1 of 5

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