SecProbe.io

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										September 21,
2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. Greg Smith
Chief Executive Officer and Chief Financial Officer
ERF Wireless, Inc.
2911 South Shore Blvd., Suite 100
League City, Texas 77573

Re:	ERF Wireless, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Forms 10-QSB for the periods ended March 31, 2005 and June
30,
2005
	Commission file #: 000-27467

Dear Mr. Smith:

We have reviewed your August 29, 2005 response letter and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  Also, please file an
amended
Form 10-KSB in response to our request for expanded or revised
disclosure.  If you disagree, we will consider your explanation as
to
why our comments are inapplicable or a revision is unnecessary.
We
also ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  We look forward to working with
you
in these respects and welcome any questions you may have about any
aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

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

MD&A

- Critical Accounting Policies and Estimates, page 11

1. We note from your response to prior comment 2 that you have
noted
our comment.  Please confirm to us that you will make the
requested
changes in future filings.

Note 1.  Basis of Presentation

- Nature of the Company, page 23

2. We note from your response to prior comment 9 that you have
revised Note 1 to present circumstances that resulted in your
accounting for the acquisition of Eagle R. F. International, Inc.
as
a reverse acquisition.  Please revise your disclosure to address
the
key considerations for reverse acquisition accounting as outlined
in
paragraph 17 of SFAS No. 141, including the relative voting rights
of
shareholders of the combined entity, the composition of the
governing
body and the composition of senior management of the new entity.

- Basic Loss Per Share

3. We note from your response to prior comment 12 that you have
recalculated EPS on the face of the statements of operations.
Because you have corrected the amount reported as loss per share
on
the face of the statements of operations, the change should be
treated as a correction of an error and you should add a note to
the
financial statements discussing the previous amount reported and
the
restated amount, and mark the 2004 column on the statement of
operations as "restated."  Your independent auditor also needs to
refer to the restated amount and related note in their audit
report.
See paragraph 37 of APB 20.  Additionally, we do not believe your
disclosure in the last paragraph of the Basic Loss Per Share
section
of Note 1 is consistent with the way you have accounted for the
reverse acquisition of Eagle R.F. International.  Please revise
your
disclosure in Note 1 to present the appropriate accounting
treatment
of earnings per share after a reverse acquisition, similar to the
language you have provided in your response to comment 12.

Note 2.  Change of Control

4. We note from your response to prior comment 13 that STJV also
acquired 1,000,000 shares of Series A Convertible Preferred Stock
in
May 2004 and in Note 5 you disclose that together the common and
preferred shares acquired gave STJV a voting majority.  Please
revise
Note 2 to also state that the acquisition of both the common and
preferred shares gave STJV a voting majority and therefore there
was
a change in control of the Company.  We do not believe it is
apparent
from the disclosures currently provided in Note 2 how a change in
control occurred.

Note 3. Debt Conversion

5. We have reviewed the Company`s response to our prior comment
number 14 and the disclosures that have been provided in the
Company`s financial statements in response to our prior comment.
Based on your response and your revised disclosures, it appears
that
the Company is recognizing a deemed dividend for the beneficial
conversion feature associated with the Series A Convertible
Preferred
Stock at the time that advances received are converted into Series
A
Convertible Preferred Shares. Please tell us and clarify in your
financial statements why you believe it is appropriate to
recognize
the beneficial conversion feature at the time that the Series A
Convertible Preferred Shares are issued rather than at the time
that
advances are initially received by the Company. As part of your
response, please clarify how the treatment used by the Company
complies with the guidance outlined in EITF 98-5 and EITF 00-27,
as
applicable.

Note 5.  Capital Stock

6. We note from your response to prior comment 15 that the
1,000,000
shares of preferred stock reflected as outstanding at December 31,
2002 and 2003 are the shares that were issued to STJV in May 2004.
Because this issuance took place approximately four months prior
to
the Eagle transaction we are not clear as to why you have
presented
guidance addressing simultaneous common control mergers in your
response.  Please explain to us in more descriptive language why
you
believe these shares should be shown as issued and outstanding as
of
December 31, 2002 and 2003 rather than presented on the statement
of
stockholders` equity as issuances during 2004.  In this regard, we
do
not understand why both the 1,000,000 convertible preferred shares
issued to STJV in May 2004 and the 1,000,000 shares issued to
acquire
Eagle R.F. International on October 12, 2004, have been reflected
as
outstanding during all periods presented.  Please advise or revise
as
appropriate.  See SEC Practice Chapter 10. Application of Reverse
Purchase Accounting.

Form 10-QSB for the quarter ended June 30, 2005

Note 12. Subsequent Events

7. We note from your response to prior comment 21 that you believe
the acquisition of Skyvue should be considered the acquisition of
a
business.  Please revise your disclosure in Note 12 to include the
disclosures outlined in paragraphs 51 and 52 of SFAS 141 as this
acquisition occurred prior to the issuance of the financial
statements.  See paragraph 57 of SFAS 141.

Form 8-K dated August 8, 2005
8. We note that you have filed a Form 8-K under Item 1.01
announcing
a binding letter of intent to acquire Skyvue USA.  However, you
are
required to file a Form 8-K under Item 2.01 upon the finalization
or
closing of the transaction.  As it appears from the disclosure in
Note 12 to the Financial Statements for the quarterly period ended
June 30, 2005 that the formal closing of the transaction occurred
on
August 12, 2005, we request that you file a Form 8-K announcing
this
closing as soon as possible.  The Form 8-K should also indicate
that
the required financial statements and proformas have not yet been
filed and state when these items will be filed.  See Item
9.01(a)(4)
of Form 8-K.

Other

9. As requested in our previous letter, in connection with
responding
to our comments, please provide, in writing, a statement from the
company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

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

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

      Sincerely,

								Linda Cvrkel
								Branch Chief
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Mr. Greg Smith
ERF Wireless, Inc.
September 21, 2005
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