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CORRESP
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Unassociated Document

April 12,
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
March 30, 2005

File
No. 005-54989

Preliminary
Schedule 14C

Filed
March 30, 2005

File
No. 000-25207

Schedule
14F-1

Filed
March 30, 2005

Dear Mr.
Duchovny:

We are in
receipt of your comment letter dated April 8, 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.

Schedule
14F-1

    1.

      Revise
      to include all information required by the
    following:

    ·

      Item
      7(d)(1);

    ·

      Item
      7(d)(2)(ii); and

    ·

      Item
      8,

1

Each
of Schedule 14A and Rule 14f-1. Also, explain why your audit committee did not
have a financial expert, as required by Item 401(h)(1)(iii) of Regulation S-K.
We note additionally that the disclosure required by Item 8 of Schedule 14A must
include information that covers fiscal year 2004, which has now been completed.
Finally, tell us whether you have transmitted this Schedule as required by Rule
14f-1 or, if not transmitted yet, how you intend to comply with this
rule.

The
Company does not believe that it is a listed company, as defined and therefore
does not believe that it is required to have an Audit Committee. Therefore, the
Company has deleted the references to an audit committee from its 14F-1
disclosure and does not believe that Item 7(d)(3)(ii) information is required.
The Company does not believe that this deletion represents a material change
from that previously filed. The Company believes that all other information
required by Item 7(d)(1) currently is included.

The
Schedule 14f-1 was triggered by events in November 2004. At that time, only
information for fiscal year 2003 was available and relevant. Therefore, the
Company does not believe it is required or appropriate for it to provide Item 8
information for 2004. It has revised the schedule to provide more complete
information for 2003. As this information is identical to that provided in the
Form 10-K for the fiscal year 2003, the Company does not believe this
information represents a material change from that previously
filed.

On March
31, 2005, the Schedule 14f-1 was transmitted to all holders of record.

Schedule
13E-3

    2.

      In
      future filings, please note in the cover page of Schedules 13E3 and 14C
      that the filing is an amendment and include the amendment
      number.

The
Company will include the reference to the Amendment, and the Amendment number,
on the cover page of any future filings.

Item
3

    3.

      We
      note that Mr. Dumbleton, Mr. Beech and Mr. Sanguinetti are included in
      this item but the disclosure required by Item 1003(c)(2) of Regulation M-A
      is not included in the Other Information section of the Schedule 14C.
      Please revise.

The
Company has revised its disclosure contained in Item 3 on Page 41 to reflect
such disclosure.

2

Item
9

    4.

      Please
      tell us why the opinion and report prepared by Skyworks is not
      incorporated by reference into this
Item.

The
Company has revised its disclosure contained in Item 9 on page 5 to include such
a reference.

Item
13

    5.

      We
      note your fiscal year ended December 31, 2004 and that you are now
      required to file audited financial statement for that year. Please include
      the financial statements required by Item 1010(a) of Regulation
      M-A.

Item
1010(a) of Regulation M-A requires audited financial statements for the two
years required to be filed with the company’s most recent annual report. At the
time of filing of this Information Statement on February 24, 2005, the
information required to be filed was that for the completed fiscal years 2002
and 2003. The Company did not receive SEC staff comments on this filing until
March 25, 2005. The Company then filed an amendment, substantively responding to
all staff comments on March 30, 2005. Again, at this time, the financial
information required to be filed was that for fiscal years 2002 and
2003.

On April
8, 2005, the Company received staff comments relating to various non-substantive
changes in its filings. It does not believe that, solely because it belatedly
has been asked to make these requested, non-material changes, many of which the
Company does not believe are required, it should now also have to file audited
financial statements for fiscal year 2004, which were not required at the time
of its last two filings.

Furthermore,
it will cause an undue hardship to the Company and its shareholders to provide
this information at this time. First, because the Company recently changed
auditors, it has been advised that it will incur a disproportionate expense in
having audit opinions issued for the most recently completed fiscal years,
including 2004. Shareholders, ultimately, will bear the burden of these costs,
as they will be paid from the available cash on hand. Second, because of certain
timing restrictions in the Loan Purchase Agreement, the Company stands to lose a
substantial amount of cash if it is unable to meet the deadlines imposed. The
time required to obtain
the necessary
audit opinions almost certainly will cause the Company to miss the necessary
deadlines and, again, this cost ultimately will be borne by
shareholders.

Finally,
the Company believes that the relevant financial information is available, as
Mobilepro’s interim reports (including the Form 10-Q filed on February 14, 2005)
will include consolidated financial information, including that for Davel, so
that shareholders are not and will not be denied access to information in any
way.

3

Preliminary
Schedule 14C

Summary
Term Sheet

    6.

      We
      note your response to comment 6 and your revised definition of the
      Minority Stockholders to be those holders of shares not held by Mobilepro.
      Note that you must make a determination as to the fairness of the
      transaction to the unaffiliated
      stockholders.
      See Item 8 of Schedule 13E-3. We note, for example, that members of your
      board and management hold shares and would qualify to receive the cash
      payment resulting from the reverse stock split, based on the disclosure in
      the Interest of Certain Persons section. Revise here, and throughout the
      document as necessary, to ensure that any determination of fairness
      relates to the unaffiliated
      stockholders.

The
definition of Minority Stockholders on page 2 refers to the 4.8 % of the
outstanding common stock that Mobilepro does not beneficially own. These are in
fact unaffiliated shareholders and it is with respect to these shareholders that
the Company has made the determination that the reverse stock split is fair from
a financial point of view. The members of the Company’s Board and management
with beneficial ownership interests listed on page 44 of Schedule 14C do not
directly hold shares of the Company’s common stock (except for Andrew Tzamaras
who directly owns 300 shares). Jay Wright, Kurt Gordon and Daniel Lozinsky each
have a beneficial ownership interest in the Company due to their beneficial
ownership of Mobilepro, but will not be receiving any cash distribution from the
transaction. Donald Paliwoda’s beneficial ownership relates to options to
purchase the Company’s common stock that have now expired unexercised.
Therefore, none of the members of the Company’s Board or management will receive
any payments in lieu of fractional shares resulting from the reverse stock split
(except Andy Tzamaras, who will receive $4.50). As a result, the Company
believes it has complied with this requirement and that it is not necessary to
revise its Schedule 14C.

    7.

      We
      reissue comment 5. Note that we had provided an example of the type of
      additional disclosure we sought.

The
additional disclosure has been included in the Summary Term Sheet.

4

Special
Factors

Background
of the Transaction - Page 9

    8.

      We
      reissue comment 10 in part. Tell us what portion of the purchase price
      paid by Mobilepro, if any, was allocated to the common
      stock.

No
portion of the purchase price was attributed to the common stock received by
Mobilepro pursuant to the Loan Purchase Agreement. The purchase price was
allocated to the $104,343,209 of Senior Debt that Mobilepro purchased at a
substantial discount to par in the Loan Purchase Agreement.

    9.

      Refer
      to the revisions made in response to comment 10. Please note that
      Mobilepro’s obligation to file a Schedule 13D and a Schedule 14F-1 did not
      necessarily arise from the acquisition of debt but from the acquisition of
      the beneficial ownership of more than 5% of the equity securities of Davel
      and from the related change in a majority of directors, respectively.
      Please revise the disclosure in the penultimate paragraph of this section
      that states otherwise.

Noted and
agreed. The sentence in the penultimate paragraph of that section reads, “While
it does not believe that its purchase of certain debt from certain debtholders
requires it to file either such schedule, nevertheless, Mobilepro intends to
file both disclosure documents on or about March 29, 2005.” This statement
continues to be correct (the purchase of debt does not trigger the filing
requirement) and we do make the disclosure that Mobilepro will file, and
Mobilepro and Davel have in fact filed, Schedules 13D and 14F-1. Therefore, we
do not believe any further change to Schedule 14C is required.

Analysis
of Skyworks Securities - Page 17

    10.

      We
      note several references to the disclosure representing “some” and
      “certain” of the analyses conducted by Skyworks. Please revise to
      disclosure, if true, that you have described all material analyses
      conducted by Skyworks. Also apply this comment to the “Opinion of the
      Board’s Financial Advisor”
section.

The
Company believes the disclosure accurately represents a summary of all material
analyses conducted by Skyworks and Reznick. The disclosure contained on pages 17
- 28 has been modified, as appropriate, to delete the references to “some” and
“certain” where such references could be construed as implying that all material
analysis had not been described.

5

    11.

      We
      note that the disclosure of Skyworks’ analyses substantially duplicates
      the disclosure of the analyses conducted by Reznick Fedder several months
      later, after the loan purchase agreement had been executed. Please revise
      your disclosure to make the description of each financial advisor’s
      analyses specific to each financial advisor’s
    work.

The
disclosure describing the Skyworks analyses is substantially similar, although
not identical, to the disclosure describing the Reznick Fedder analyses since
the analyses performed, were in fact, substantially similar. The Company
believes the disclosure, as drafted, accurately represents the analysis actually
conducted by both Skyworks and Reznick.

Opinion
of the Board’s Financial Advisor - Page 23

    12.

      We
      reissue comment 17 in part. Provide us with copies of the engagement
      letters with Reznick Fedder and with
Skyworks.

Attached
hereto are copies of the engagement letters between the Company and Reznick
Fedder, as well as Skyworks.

Analysis
of the Board of Directors - Page 29

    13.

      We
      note the revisions made in response to comment 19 in the subsection
      “Fairness Opinion”. While the board of directors may rely on its advisor’s
      analysis, that analysis must be included in the disclosure. We note that
      the disclosure of Reznick Fedder’s analyses does not address net book
      value or going concern value. Please revise or
      advise.

At
October 31, 2004, the net book value per share was negative $0.185, which was
deemed not relevant in determining the value of the shares held by the
unaffiliated Minority Shareholders and was, therefore, omitted from the Reznick
analysis. (However, if one were to argue that it is relevant, we note that the
price paid to minority shareholders is a 20 cent premium per share to book
value; i.e. shareholders are being paid positive value for something with
substantial negative book value). In its analysis, Reznick considered several
going concern values including comparable public company analysis, comparable
transaction analysis, discounted cash flow analysis, public market pricing
analysis of Davel stock, and remaining minority stake analysis. As a result, the
Company does not believe any modification to the existing disclosure is
necessary.

    14.

      We
      note that in each of the discounted cash flow analysis and the liquidation
      analysis conducted by Reznick Fedder, the advisor adjusted the final
      valuation by subtracting the outstanding debt from the enterprise value
      (pages 42-43 of Reznick Fedder’s board presentation materials) and from
      the liquidation proceeds (page 47). Please explain how the board relied on
      these analyses despite the fact that, at the time of Reznick Fedder’s
      opinion, the debt had been canceled pursuant to the loan purchase
      agreement (as shown in your pro forma financial statements) and would not
      appear to [be] an obligation any
more.

6

The
Company believes the Reznick Fedder analysis was (and remains) accurate, and
therefore, appropriately relied upon it. The debt obligations purchased by
Mobilepro in connection with the Loan Purchase Agreement, were not, and have not
been, extinguished. The obligations arising from the debt continue to exist and
remain legal obligations of the Company. The pro forma financial statements
illustrate the adoption of push down accounting in which the purchase price paid
is pushed-down to the senior secured debt and common stock acquired by Mobilepro
in the Company’s balance sheets. The amounts reported in the pro forma balance
sheets as long-term debt are presented net of the valuation allowance required
to reduce the carrying value of the debt to an amount, which when added to the
amount assigned to the Company’s common stock, equaled the purchase price, as
required under push down accounting.

Interests
of Certain Persons - Page 43

    15.

      We
      note your response to comment 25. Please note that beneficial ownership is
      defined by Rule 13d-3 and that a person’s ownership of shares in Davel’s
      majority shareholder, Mobilepro, does not necessarily indicate that person
      is the benefical owner of shares in Davel. Please confirm whether Mr.
      Wright, Mr. Gordon and Mr. Lozinsky are the beneficial owners of the
      shares currently listed next to their names in the table and, if so,
      quantify the payments to be received by each of them as a result of the
      reverse stock split. Also, disclose the beneficial owners of the shares
      held by Mobilepro according to Rule 13d-3. This may [be] accomplished with
      footnote disclosure. Finally, we note that the 56.7 million shares
      appearing as beneficially owned by Mr. Lozinsky would result in a
      post-split ownership of one share, despite the stock split ratio is 1 for
      97.5 million.

Each of
Mr. Wright, Mr. Gordon, and Mr. Lozinsky is a beneficial owner of the shares
listed next to their names solely as a result of their beneficial ownership of
shares in Mobilepro, as defined by Rule 13d-3. We have revised the Schedule 14C
to so indicate. We also have revised the disclosure to indicate that Mr.
Lozinsky will not, post-split, beneficially own one share of Davel,