SecProbe.io

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ERF Wireless Inc.
2911 South Shore Blvd., Suite 100
League City, TX 77573

August 29, 2005

Ms. Linda Cvrkel, Branch Chief
Mail Stop 3561
U.S. Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C.  20549

Re:      ERF Wireless, Inc. (the "Company" or "ERF")
         Amendment 1 to Annual Report on Form 10-KSB for the fiscal year ended
           December 31, 2004 Filed April 15, 2005
           File No. 000-27467
         Amendment 1 to Quarterly Report on Form 10-QSB for the quarter ended
           March 31, 2005 Filed May 17, 2005
           File No. 000-27467
         Amendment 1 to Quarterly Report on Form 10-QSB for the quarter ended
           June 30, 2005 Filed August 15, 2005
           File No. 000-27467

Dear Ms. Cvrkel:

         Please be advised the Company has filed its Amendment No. 1 to Form
10-KSB/A for the fiscal year ended December 31, 2004, and Amendment No. 1 to
Form 10-QSB/A for the quarter ended June 30, 2005. The following are our
responses to your comment letter dated August 17, 2005. Our responses are
numbered to correspond with the numbered paragraphs included in your comment
letter.

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

Equity Compensation Plan Information, page 7
--------------------------------------------

     1.   ERF amended its 10-KSB under the heading "Equity Compensation Plan
          Information" on page 7 and Note 5 to the Financial Statements on page
          35 to disclose the nature and significant terms of the transaction in
          which the 880,000 warrants that were issued in June 2003 were granted
          and how the predecessor Company valued and accounted for them in the
          Company's financial statements. A copy of the Common Stock Purchase
          Warrant is included herewith as Appendix 1.

MD&A
----

Critical Accounting Policies and Estimates, page 10
---------------------------------------------------

     2.   Your comments have been noted.

                                       1

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Ms. Linda Cvrkel, Branch Chief
August 29, 2005
Page 2

Financial Statements

Statements of Shareholders' Equity
----------------------------------

     3.   The Company did not issue any stock for services and compensation in
          2004. The company expensed approximately $39,000 in compensation
          expense in 2004, approximately $32,000 of which was associated with
          the measurement charge recorded against Mr. R. Greg Smith's employment
          agreement as related to 63,827 shares of Series A Preferred Stock that
          Mr. Smith is entitled to as a sign-on bonus contained in his
          employment agreement effective August 1, 2004. Specifically, the
          employment agreement contained a provision as follows: "As a sign-on
          bonus, the Executive will be entitled to receive 63,827 shares of
          Series A Convertible Preferred Stock, $0.01 par value, at a price of
          $0.50 per share for a total cost basis of $31,913.50." This provision
          was disclosed in Note 8 to the Financial Statements and Item 10 to the
          Form 10-KSB on pages 38 and 44 of the Form 10-KSB and Mr. Smith's
          employment agreement was included as Exhibit 10.1 to the Form 10-KSB.
          Given that the Company was not public at the time of the effective
          date of the employment agreement and did not become public until
          September 20, 2004, in conjunction with a reverse merger, the Company
          measured the value of this sign-on bonus at the price underlying the
          cost basis of the Series A Preferred Stock. The cost basis of these
          shares was at the same price that the Company was selling Series A
          Preferred Stock to outside investors under the Debt Conversion and
          Funding Agreement. Additionally, the Common Stock underlying the
          Series A Preferred Stock is subject to a lock-up period until August
          1, 2006, in accordance with Article 6 of Mr. Smith's employment
          agreement. The Company recorded this charge as compensation expense
          and credited additional paid-in-capital in the period ended December
          31, 2004.

Consolidated Statements of Cash Flows, page 19
----------------------------------------------

     4.   ERF amended its 10-KSB under the heading "Consolidated Statements of
          Cash Flows" on page 19 to provide gross disclosure of proceeds from
          notes payable and repayments of notes payable in our consolidated
          statements of cash flows.

     5.   ERF amended its 10-KSB under the heading "Consolidated Statements of
          Cash Flows" on page 19 to include only the cash received as proceeds
          from advances against the Debt Conversion and Funding Agreement and
          the issuance of its Series A convertible preferred stock for
          retirement of such advances.

Notes to the Financial Statements
---------------------------------

- General
---------

     6.   ERF amended its 10-KSB to add Note 10 - Related Party to the Notes to
          the Financial Statements to repeat the disclosure contained in Item
          12. Certain Relationships and Related Transactions involving Dr. H.
          Dean Cubley.

     7.   Your comments have been noted regarding three operating divisions in
          Note 1 to the Financial Statements and four divisions discussed on our
          website. The Company's website was recently updated to reflect our
          current business strategy including the recent completion of the
          Skyvue acquisition completed in August 2005. The Company's 2004
          revenues are primarily related to the Wireless Messaging Services
          division referenced in our website while the Enterprise Network
          Services was established to capture the recently acquired Skyvue
          operation completed in August 2005. Additionally, the Company has
          established two additional divisions referenced in its website to
          capture Bundled Wireless services and Network Operations revenues from
          future acquisitions and organic growth of adding customers to its
          networks. The Company's revenues in 2004 were primarily comprised of
          paging services and retail wireless services through the division
          referenced as Contact Wireless in Note 1.

                                       2

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Ms. Linda Cvrkel, Branch Chief
August 29, 2005
Page 3

          Specifically, the Contact Wireless division accounted for
          approximately $293,000 of 2004 revenues while the Wireless Broadband
          division and the Paging Hardware divisions collectively accounted for
          approximately $32,000 of 2004 revenues. Accordingly, the Wireless
          Broadband and Paging Hardware divisions collectively accounted for
          approximately ten percent of the total revenues. To comply with
          disclosure requirements, the Company has added Note 11 to the
          Financial Statements under the heading "Industry Segments" and
          accordingly, in future filings, the Company will report industry
          segments for all four divisions currently outlined on the Company's
          website.

     8.   ERF amended its 10-KSB to add Note 9 to the Notes to the Financial
          Statements to disclose certain information related to the Company's
          2004 Non-Qualified Stock Compensation Plan. Additionally, the Company
          amended Note 8 to the Financial Statements and Item 10 to the Form
          10-KSB to provide additional disclosure related to Mr. Smith's stock
          options. The Company registered its 2004 Non-Qualified Stock
          Compensation Plan by filing a Form S-8 on December 29, 2004. The
          Company had not granted or issued any stock against this Plan as of
          December 31, 2004, and, accordingly, no expense was recorded against
          stock options in such period.

Note 1 - Basis of Presentation
------------------------------

- Nature of the Company, page 20
--------------------------------

     9.   ERF amended its 10-KSB under Note 1 to the Financial Statements under
          the heading "Nature of the Company" to disclose why the Company
          accounted for the acquisition of 100% of the outstanding capital stock
          of Eagle R.F. International as a reverse acquisition.

- Revenue Recognitions, page 21
-------------------------------

     10.  ERF amended its 10-KSB under Note 1 to the Financial Statements under
          the heading "Product Warranty" to include the disclosures required by
          paragraph 14b of DIN No. 45 with respect to warranty.

- Basic Loss Per Share, page 22
-------------------------------

     11.  ERF has revised Note 1 to the Financial Statements under the heading
          "Basic Loss Per Share" on page 22 to disclose the number of shares
          issuable upon conversion of Series A Convertible Preferred Stock and
          Warrants that were not included in the computation of diluted earnings
          per share because their impact was antidilutive.

     12.  ERF has included the following explanation regarding how we calculated
          weighted average shares outstanding in determining earnings (loss) per
          share. Computations have been included herewith in Appendix 2. The
          Company determined that it had incorrectly calculated earnings (loss)
          per share and has amended its Form 10-KSB accordingly.

                                       3

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Ms. Linda Cvrkel, Branch Chief
August 29, 2005
Page 4

          In a reverse acquisition, the historical shareholder's equity of the
          acquirer prior to the merger is retroactively restated (a
          recapitalization) for the equivalent number of shares received in the
          merger after giving effect to any difference in par value of the
          issuers and acquirer's stock by an offset to paid in capital. EPS
          calculations are required to give retroactive effect to the
          recapitalization for all periods presented.

Note 2 - Change in Control.
---------------------------

     13.  Your comments have been noted. ERF amended Note 2 to more clearly
          explain how the STJV transaction resulted in a change of control of
          registrant.

Note 3 - Reverse Acquisition and Debt Conversion, page 23.
----------------------------------------------------------

     14.  ERF amended Note 3 to the Financial Statements to more clearly explain
          converted debt and issued convertible preferred stock during 2004 that
          provided for beneficial conversion features at the time the stock was
          issued. The terms of the original debt were not changed and therefore
          we do not believe that SFAS 84 applies.

          For additional information regarding this subject, the Company offers
          the following:

          The Debt Conversion and Funding Agreement was filed on October 1,
          2004, on the Company's Form 8-K and discussed in its Form 10-KSB for
          the period ended December 31, 2004, in the Management's Discussion and
          Analysis section under the headings "Overview" and "Liquidity and
          Capital Resources" in conjunction with the acquisition of Eagle R. F.
          International, Inc. The Company entered into a Debt Conversion and
          Funding Agreement effective September 30, 2004, with certain Investors
          that had funded Eagle R. F. International since October 2003. The
          agreement provided for certain Investors making cash advances from
          time to time in exchange for Series A Convertible Preferred Stock. The
          Debt Conversion and Funding Agreement provided for the conversion of
          advances totaling approximately $487,142 and $262,858 at September 30,
          2004, and December 31, 2004, respectively into 974,285 and 525,716
          shares of Series A Preferred Stock at September 30, 2004, and December
          31, 2004, respectively.

          With respect to the $487,142 of advances converted into 974,285 shares
          of Series A Convertible Preferred Stock at September 30, 2004, the
          Company calculated that the conversion of such shares would result
          into an equivalent number of common shares totaling 18,196,074.74 when
          applying the 18.676347-to-1 conversion ratio. The Company calculated
          that the beneficial conversion of these shares, using a market price
          of $8.50 per share closing price on September 30, 2004, would result
          in $154,179,578 of beneficial conversion. The Company limited the
          beneficial conversion charge for the period ended September 30, 2004,
          to the value of funds received against the agreement through this
          period totaling $487,142 in conjunction with the guidance provided by
          EITF 98-5.

          With respect to the $262,858 of advances converted into 525,716 shares
          of Series A Convertible Preferred Stock at December 31, 2004, the
          Company calculated that the conversion of such shares would result
          into an equivalent number of common shares totaling 9,818,454.44 when
          applying the 18.676347-to-1 conversion ratio. The Company calculated
          that the beneficial conversion of these shares, using a market price
          of $4.30 per share closing price on December 31, 2004, would result in
          $41,956,496 of beneficial conversion.

                                       4

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Ms. Linda Cvrkel, Branch Chief
August 29, 2005
Page 5

          The Company limited the beneficial conversion charge for the period
          ended December 31, 2004, to the value of funds received against the
          agreement through this period totaling $262,858 in conjunction with
          the guidance provided by EITF 98-5.

          At December 31, 2004, the Company amended the Debt Conversion and
          Funding Agreement to provide for additional funding up to $750,000 in
          exchange for 1,500,000 shares of Series A Convertible Preferred Stock
          for funding requirements going into calendar 2005. A copy of the
          Addendum to Debt Conversion and Funding Agreement should have been
          filed as an Exhibit to Form 10-KSB; however it was omitted in error
          and therefore has been included herewith as Exhibit 10.2 to Amendment
          No. 1 to the Form 10-KSB.

          With respect to the $236,528 of advances converted into 473,055 shares
          of Series A Convertible Preferred Stock at March 31, 2005, the Company
          calculated that the conversion of such shares would result into an
          equivalent number of common shares totaling 8,834,939.70 when applying
          the 18.676347-to-1 conversion ratio. The Company calculated that the
          beneficial conversion of these shares, using a market price of $3.99
          per share closing price on March 31, 2005, would result in $35,014,882
          of beneficial conversion. The Company limited the beneficial
          conversion charge for the period ended March 31, 2005, to the value of
          funds received against the agreement through this period totaling
          $236,528 in conjunction with the guidance provided by EITF 98-5.

          With respect to the $389,394 of advances converted into 778,787 shares
          of Series A Convertible Preferred Stock at June 30, 2005, the Company
          calculated that the conversion of such shares would result into an
          equivalent number of common shares totaling 14,544,897 when applying
          the 18.676347-to-1 conversion ratio. The Company calcul