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CORRESP
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Unassociated Document

March 30,
2005

Mr.
Daniel Duchovny

Attorney
Advisor

Division
of Corporation Finance

United
States Securities and Exchange Commission

450 Fifth
Street NW

Washington,
DC 20549

RE:    Davel
Communications, Inc.

Schedule
13E-3

Filed
February 24, 2005

File
No. 005-54989

Preliminary
Schedule 14C

Filed
February 24, 2005

File
No. 000-25207

Dear Mr.
Duchovny

We are in
receipt of your comment letter dated March 25, 2005 to Davel Communications,
Inc. (“Davel”, or the “Company”). On behalf of the Company, we have addressed
your comment letter by reproducing each comment below (in bold) and providing
the Company’s response immediately following.

General

    1.

      It
      is unclear why Mobilepro and Davel Acquisition failed to file either a
      Schedule 13D or Schedule 14F-1 in connection with their acquisition of
      debt and equity from the lenders of the senior debt in November of 2004.
      Please advise.

Mobilepro’s
and Davel Acquisition’s failure to file a Schedule 13D and a Schedule 14F-1 in
connection with their acquisition of debt and equity was inadvertent. The
companies will file the appropriate materials on or about March 30, 2005. Please
note that Mobilepro and Davel Communications each filed a Form 8-K on November
17, 2004 that set out substantially the same information as would be included in
a Schedule 13D and a Schedule 14F-1. Davel also filed Forms 8-K providing
information about the transaction on November 19, 2004, November 23, 2004, and
January 12, 2005.

    2.

      Please
      note that each filing person, including Mobilepro and Davel Acquisition,
      must individually comply with the filing, dissemination and disclosure
      requirements of Schedule 13E-3. Revise the disclosure to include all of
      the information required by Schedule 13E-3 and its Instructions for each
      filing person. For example, include a statement as to whether each person
      believes the Rule 13e-3 transaction is fair to unaffiliated security
      holders and analysis of the material factors upon which he/she relied in
      reaching such conclusion. See
      Item 8 of Schedule 13E-3, Item 1014 of Regulation M-A and Question 5 of
      Exchange Act Release no. 34-17719 (April 13, 1981). To the extent a filing
      person is relying on the analysis of another to satisfy its obligations
      under Rule 13e-3, such filing person must adopt the analysis of the
      other.

The
Company has revised its disclosures throughout the filings in accordance with
this Staff comment. Please refer to pages 34 through 37 of the amended filing on
Schedule 14C.

    3.

      Please
      note also that you must include the information required by Items 3, 5, 6,
      10 and 11 with respect to each director, executive officer and control
      person of the filing persons and each executive officer and director of
      any corporation or entity ultimately in control of any of the filing
      persons. See General Instruction C to Schedule
    13E-3.

The
Company has revised its Schedule 13e-3 to comply with this Staff comment. Please
refer to pages 3 through 5.

Item
5

    4.

      Please
      provide the disclosure required by Item 5(b) of Schedule 13E-3 or
      alternatively state where such disclosure is
    located.

The
Company has revised its Schedule 13e-3 to reference the section of the
Preliminary Information Statement that provides the disclosure required by Item
5(b). Please refer to page 4.

- 2
-

Preliminary
Schedule 14C

Summary
Term Sheet - Page 4

    5.

      Expand
      the summary term sheet to discuss the role of Mobilepro in the transaction
      in more detail. For example, if the members of the board of directors
      which approved the split in February 2005 are affiliated with Mobilepro,
      so state.

The
Company has revised its Summary Term Sheet to comply with this Staff comment.
Please refer to page 2.

    6.

      Please
      define the term “Minority Stockholders” as used in this
      summary.

The
Company has revised its Summary Term Sheet to comply with this Staff comment.
Please refer to page 2.

Table
of Contents - Page 4

    7.

      Please
      ensure that the page numbers included in the table of contents correspond
      to the pages where the referenced section is
      included.

The
Company has revised its Table of Contents to comply with this Staff comment.
Please refer to pages 4 and 5.

Special
Factors

Approval
of the Reverse Stock Split by our Board of Directors - Page
6

    8.

      Please
      describe the nature of the payments made to Mr. Chapman and Mr.
      Barrett.

The
Company has revised its Special Factors section to comply with this Staff
comment. Please refer to page 7.

Background
of the Transaction - Page 9

    9.

      It
      appears that the last sentence of the penultimate paragraph on page 11 is
      incomplete. Please revise
accordingly.

The
Company has revised its Background of the Transaction section to comply with
this Staff comment. All sentences now are complete.

    10.

      Expand
      the discussion on page 12 to provide more detail with regard to the
      negotiations between the parties to the Loan Purchase Agreement,
      particularly with regard to the requirement that Mobilepro acquire the
      shares not held by the Lenders. For example, we note from disclosure
      elsewhere that pursuant to the terms of the agreements Mobilepro is
      obligated to purchase the shares held by the unaffiliated shareholders at
      $.015. Further, Mobilepro agreed to purchase both the debt and equity from
      the Lenders. What portion of the purchase price, if any, was allocated to
      the common stock? Finally, we note from page 21 that a special committee
      negotiated the Loan Purchase Agreement. This is unclear from the
      background section.

The
Company has revised its disclosures to comply with this Staff comment. Please
refer to pages 10 through 14.

- 3
-

    11.

      Clarify
      what effect the reverse stock split will have on the warrants issued to
      the Lenders in connection with the Loan Purchase Agreement. In this
      regard, did Mobilepro or the company engage in any discussions with the
      Lenders regarding the decision to effect a stock
      split?

The
Company does not believe that the reverse stock split will have any effect on
the warrants to purchase Mobilepro common stock issued to the lenders in
connection with the loan purchase agreement.

    12.

      Please
      provide additional disclosure about the background of the transaction
      between September 3, 2004 and the present, including the decision to
      retain Reznick Fedder and its timing and the dates and nature of any
      presentations made by Reznick Fedder to your board of directors. Further,
      clarify Mobilepro’s role in consideration of the transaction once it
      assumed control. We note for example that the board of directors now
      consists of representatives of Mobilepro. Please expand to address the
      timing of the board’s consideration of the fairness of the
      transaction.

The
Company has revised its Background of the Transaction section to comply with
this Staff comment. Please refer to pages 13 and 14.

Procedural
Factors Disfavoring the Reverse Stock Split - Page 16

    13.

      We
      note your reference to the opinion provided by Skyworks Capital. Please
      provide the disclosure required by Item 1015 of Regulation M-A in an
      appropriate location of the information statement. Expand the background
      section to discuss Skyworks’ role in more detail. Further, disclose any
      projections provided to Skyworks.

The
Company has revised this section in accordance with this Staff comment. Please
refer to pages 17 through 23 and Appendix F.

Substantive
Factors Favoring the Reverse Stock Split - Page 16

    14.

      Please
      revise the cross-reference in the first sentence of this section as it
      appears the section referenced is not included in the information
      statement.

The
Company has revised its Substantive Factors Favoring the Reverse Stock Split
section in accordance with this Staff comment. Please refer to page
16.

- 4
-

    15.

      We
      note elsewhere that the price reflects a discount to the weighted average
      closing price over a one-year period. Did the board consider the discount
      in addition to the premiums as noted on page
  17?

The
Company has indicated that the board considered the discount but believed the
more recent information to be more important in evaluating the transaction.
Please refer to page 17.

Fairness
Report - Page 17

    16.

      Please
      provide the disclosure required by Item 1015(b)(6) of Regulation M-A in
      the information statement. Please include a summary of the results
      achieved in each analysis, and a tabular description of how those results
      (i) compare with the per share consideration offered to unaffiliated
      shareholders, and (ii) support the ultimate fairness opinion rendered by
      Reznick Fedder. We note tha the materials of the presentation made by
      Reznick Fedder do not appear to summarize Reznick Fedder’s analyses or its
      conclusions in such a manner that an investor without a background in
      finance may understand.

The
Company has revised this disclosure in accordance with this Staff comment.
Please refer to “Opinion of the Board’s Financial Advisor” on pages 23 through
29.

    17.

      Elaborate
      upon the manner in which Mobilepro determined to contact Reznick Fedder in
      connection with potential engagement. Provide us with a copy of the
      engagement letter of Reznick
Fedder.

The
Company has revised this disclosure in accordance with this Staff comment.
Please refer to page 23 and page 28 and to the copy of the engagement letter
that the Company supplementally has provided to the staff.

    18.

      You
      have indicated that Reznick Fedder discussed Davel’s operations and future
      prospects with Davel’s management. Please note that any non-public
      information used by Reznick Fedder in formulating its fairness opinion
      should be disclosed in the filing.

The
Company has revised its disclosure in response to this Staff comment. Please
refer to pages 23 through 29.

Analysis
of the Board of Directors - Page 19

    19.

      As
      part of the fairness determination, each filing person must consider the
      factors listed in Instruction 2 to Item 1014 of Regulation M-A. Refer to
      Q&A No. 19 in exchange Act Release No. 34-17719 (April 13, 1981).
      Please note that to the extent that any filing person is relying on
      Reznick Fedder’s, or any other person’s, analysis to satisfy any of the
      Item 1014 requirements, that filing person must specifically adopt the
      analysis as its own. Refer to Item 1014(b) of Regulation M-A and Question
      & Answers Nos. 5 and 21 in Exchange Release No. 34-17719 (April 13,
      1981).

The
Company has indicated that each filing person considered each factor listed in
Instruction 2 to Item 1014. Please refer to pages 29 through 32.

- 5
-

    20.

      Please
      clarify the reference to FCC action on April 15, 2001 (page
      20).

The
Company has revised its disclosures to comply with this Staff comment. Please
refer to page 30.

    21.

      We
      note your brief disclosure of the board’s analysis of the current and
      historical market prices of your common stock. Revise your document to
      ensure that you have provided a reasonably detailed discussion of each
      material factor forming the basis for each party’s fairness determination
      in accordance with Item 1014(b) of Regulation M-A. A listing of the
      factors considered, without a discussion of how that factor relates to the
      determination that the transaction is fair to the unaffiliated
      stockholders, is inadequate. See In
      the Matter of Meyers Parking Systems Inc.,
      Securities Exchange Act Rel. No. 26069 (September 12, 1988). For example,
      on page 22, you mention the consideration by the board of liquidation
      value and going concern value of your company but you do not describe that
      consideration or its effect on the board’s fairness
      determination.

The
Company has provided a reasonably detailed discussion of each material factor
forming the basis for each party’s fairness determination in accordance with
Item 1014(b). Please refer to pages 29 through 32.

Board
of Directors’ Determination and Recommendation - Page
22

    22.

      Please
      clarify the reference to the “member” of your board of directors in the
      penultimate sentence in this paragraph. It appears your board of directors
      has three members. Which director are you referring
      to?

The
Company has revised its disclosures about the Board of Directors’ Determination
to comply with this Staff comment. Please refer to page 32.

Effect
of the Reverse Stock Split on Option Holders - page 23

    23.

      Please
      quantify the number of outstanding options to purchase common stock and
      the total consideration to be paid to optionees as a result of your
      reverse stock split.

The
Company has revised its disclosures about the Effect of the Reverse Stock Split
on Option Holders to comply with this Staff comment. Please refer to pages 32
and 33.

- 6
-

Certain
Material Federal Income Tax Consequences - Page 25

    24.

      We
      note your disclosure that this section summarizes “certain” of the
      material federal income tax consequences of the reverse stock split. Pleas
      ensure that you discuss all such material
      consequences.

The
Company has revised its disclosures about Material Federal Income Tax
Consequences to comply with this Staff comment. Please refer to pages 34 through
38.

Interests
of Certain Persons - Page 34

    25.

      Please
      disclose the beneficial owners of the shares held by Mobilepro and Davel
      Acquisition Corp.

The
Company has disclosed ownership of Mobilepro for each person who beneficially
owns five percent or more of Mobilepro’s stock and for each director and officer
of Davel Communications. Davel Acquisition is 100 percent owned by Mobilepro,
and this also is clearly stated in the document. Please refer to pages 39
through 45.

Financial
Statements - Page 37

    26.

      Please
      include the pro form financial statements required by Item 1010(b) of
      Regulation M-A or tell us your basis for not including
      them.

The
Company has revised its financial statement appendices in accordance with this
Staff comment. Please refer to Appendix E.

Legal
Proceedings - Page 37

    27.

      Update,
      as necessary, the information regarding the litigation disclosed in this
      section.

The
Company has reviewed its disclosures about Legal Proceedings and determined that
no update is required at this time.

Appendix
D Opinion Letter and Board Presentation

    28.

      Please
      state that the board presentation materials are part of the fairness
      opinion in the opinion, if true.

The board
presentation materials represent the analysis of Reznick. The opinion letter is
a separate document summarizing their opinion, as is standard
practice.

- 7
-

    29.

      Please
      tell us supplementally the reason for the time elapsed between Reznick
      Fedder’s presentation to the board (January 15) and its issuance of the
      opinion (February 9) and whether any changes to Reznick Fedder’s opinion
      occurred.

January
15 represented the effective date of Reznick’s work and the compilation of their
board presentation materials. The final opinion was dated February 9, but
Reznick was not aware of facts or circumstances that would have changed their
ana