SecProbe.io

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      May 3, 2005

Via U.S. Mail and Fax
Sandra G. Thomas
Secretary
First Avenue Networks, Inc.
230 Court Square, Suite 202
Charlottesville, VA 22902

	Re:	First Avenue Networks, Inc.
		Amendment No. 3 to Form S-3
		Filed April 22, 2005
		File No. 333-122684

		Draft Form 10-K for fiscal year ended December 31, 2004
		Submitted April 22, 2005

Dear Ms. Thomas:

      We have reviewed your filings and your April 25, 2005
response
letter and have the following comments.  Where indicated, we think
you should revise your Form S-3 and 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.  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

Prospectus Summary, page 1
1. Please continue to revise the summary section to balance your
disclosure and to clarify which of your services are generating
revenue and which are not yet operational.  For instance, it
appears
that you are only generating revenue from backhauling cellular
traffic and are generating limited revenue from leasing your
spectrum.  You should clarify which of your services are merely
developmental as opposed to operational and eliminate all
disclosure
that suggests your developmental services are currently
operational.
In this regard, please begin your summary section discussing the
new
direction and developmental nature of your business.
2. Please delete or revise your statement regarding your long-term
objective of participating in and leading the growing fixed
wireless
market.  Given the competitive nature of your industry and your
stage
of development, it appears premature to suggest that you may
attain a
leading position in the fixed wireless industry.
3. Please revise to eliminate repetitive disclosure in your
summary
section.  For example, you state in multiple sections of the
summary
that you have generated net operating losses since inception, that
you do not plan to hire additional employees or build the required
infrastructure to deliver your services until you have signed
long-
term contracts, and that you backhaul cellular traffic.  You do
not
need to repeat this disclosure if it is clearly highlighted at the
beginning of your summary disclosure.  As another example, you
repeat
two paragraphs describing your services on pages 1 and 2.  Please
pare down your summary section to eliminate duplicative
disclosure.

Selling Stockholders, page 11
4. Please revise to clearly explain how and when the warrants
issued
in the December 2004 private placement are exercisable or will
become
exercisable.  For instance, clarify, if true, that 50% of the
warrants are no longer exercisable and have been canceled,
explaining
or eliminating your statement that "50% of the shares underlying
these warrants are no longer subject to vesting as the conditions
under which they would become exercisable have been met by the
company."  As to the other 50% of the warrants, succinctly discuss
how and when these warrants would become exercisable so that an
ordinary investor would understand the 180-day and 210-day
provisions.  For example, it appears that if the Form S-3 is not
effective within 180 days of the closing, 25% of the warrants will
be
exercisable, and that if the Form S-3 is not effective within 210
days of the closing, the other 25% will become exercisable.  Does
this mean that these warrants will not be exercisable and will be
canceled if you have an effective registration statement covering
the
investors` shares prior to the 180 day point?  Or, does this mean
that only 25% of the warrants will be exercisable if the Form S-3
goes effective before day 210?  We may have further comments once
we
understand under what conditions the warrants become exercisable.

Draft 10-K for the fiscal year ended December 31, 2004

5. In response to our prior comment 11, you inserted an additional
paragraph in the first bullet point under "Critical Accounting
Matters and Significant Estimates" to more fully explain to the
reader why you consider your FCC licenses to be indefinite lived
assets.  You also provided supplemental support detailing why you
believe the likelihood of losing your FCC licenses is remote.  In
the
first numbered assertion below your response to our prior comment
11,
you state that licenses are renewed based upon service provided as
of
the renewal date, not the service period preceding the renewal
date.
Basically, you imply that it does not matter what a license holder
has done in the ten year period prior to the renewal, but rather
what
the license holder is doing at that moment.

Revise Management`s Discussion and Analysis and the risk factor
captioned "Our FCC licenses may not be renewed upon expiration..."
on
page 4 of the Form S-3 to include this important fact.  We believe
that the reader should be aware of the FCC`s policy when
considering
the risk.

*	*	*	*

      Please amend your Form S-3 and your Form 10-K 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 that
they have made.

      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 connection with our review of
your
filing or in response to our comments on your filing.

	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)
551-
3360 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 Derek Swanson, Staff Attorney, at
(202) 551-3366, Kathleen Krebs, Special Counsel, at (202) 551-3350
or
me at (202) 551-3810 with any other questions.

							Sincerely,

							\s\ Michele Anderson
							Branch Chief

cc:	Juliana Capata
	Ropes & Gray LLP
	Via Facsimile: (415) 315-6350
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First Avenue Networks, Inc.
Ms. Sandra G. Thomas
July 5, 2005
Page 1 of 4

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

         DIVISION OF
CORPORATION FINANCE

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