SecProbe.io

CORRESP
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corresp

FIRST AVENUE NETWORKS, INC.

230 Court Square, Suite 202

Charlottesville, VA 22902
May 11, 2005

via facsimile (202-772-9205) and via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., 3rd Floor

Washington, D.C. 20549

Attn: Derek Swanson

        Re:

        First Avenue Networks, Inc. (the “Issuer”)

        Registration Statement on Form S-3,
          as amended (File No. 333-122684)

        Request for Acceleration of Effectiveness

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Issuer hereby requests
that the effective date for the Registration Statement referred to above be accelerated so that it
will be declared effective at 10:00 a.m. Eastern Time, or as soon as practicable thereafter, on May
13, 2005.

     The Issuer acknowledges its responsibilities under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of
the securities specified in the above-referenced Registration Statement. In addition, in
connection with our request for acceleration, we acknowledge that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Issuer from its
full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •
    the Issuer may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     Please call Joel Freedman (617-951-7309) or Taylor Hart (617-951-7223) at Ropes & Gray LLP as
soon as the Registration Statement has been declared effective.

    Very truly yours,

    FIRST AVENUE NETWORKS, INC.

    By:

    /s/ Sandra G. Thomas

    Name:  Sandra G. Thomas

    Title:  CFO, Secretary and Treasurer

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