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CORRESP
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Unassociated Document

May 2,
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
      April 12, 2005

      File
      No. 005-54989

      Amended
      Preliminary Schedule 14C

      Filed
      April 12, 2005

      File
      No. 000-25207

      Amended
      Schedule 14F-1

      Filed
      April 12, 2005

Dear Mr.
Duchovny

We are in
receipt of your comment letter dated April 20, 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.

      We
      reissue comment 1 in part. Please provide us your detailed analysis of why
      as a non-listed company, you are not required to comply with the
      requirements of Item 401(h) of Regulation S-K and Item 7 of Schedule 14A.
      Also, note that Item 7(d)(1) requires your disclosure of whether you have
      an audit committee, not whether you are required to have one. If you do
      have an audit committee, then you are required by this
      Item
      to identify each committee member, state the number of meetings held by
      the committee and describe briefly the functions of the committee.
      Additionally, refer to Item 401(a) of Regulation S-K which requires the
      disclosure of all positions and offices held by each of your directors
      with you. Finally, given your disclosure that you do not have a nominating
      committee, provide the disclosure required by Item
      7(d)(2)(i).

The
company does not believe that it is required to comply with Items 401(h) and
401(i) of Regulation S-K, requiring disclosure about an audit committee
financial expert and identifying its audit committee, for the reasons set forth
below.

Instruction
1 to Item 401(h) of Regulation S-K, relating to audit committee financial
experts, states: “The registrant need not provide the disclosure required by
this Item 401(h) in a proxy or information statement unless that registrant is
electing to incorporate this information by reference from the proxy or
information statement into its annual report pursuant to general instruction
G(3) to Form 10-K.”  Davel is providing an information statement and is not
electing to incorporate by reference into its annual report.  Therefore, we
do not believe it needs to provide disclosure about an audit committee financial
expert.

Item
401(i) of Regulation S-K states that the audit committee must be identified if
the company is a “listed issuer”, as defined in § 240.10A-3.  Rule
10A-3(e)(9) defines the term “listed” as securities listed on a national
securities exchange or listed in an automated inter-dealer quotation system of a
national securities association or to issuers of such securities.  Since
Davel is traded on the Bulletin Board, it is not a “listed issuer” for purposes
of Rule 10A-3 and, therefore, its audit committee does not need to be
identified.

Nevertheless,
the company has revised its disclosure to include the following:

-- A
statement that the company has an audit committee

--
Identification of the members of the audit committee

-- A
brief description of the functions the audit committee performs

-- A
statement of the number of meetings each of the compensation committee and the
audit committee held in 2003 and 2004

-- A
statement of the basis for the view of the board of directors that it is
appropriate for the company not to have a nominating committee and identifying
each director who participates in the consideration of director
nominees.”

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    2.

      We
      note your response to comment 1 with respect to Item 8 of Schedule 14F-1.
      We disagree that the information required is that which would have been
      required as of November 2004. Your filing and distribution of the Schedule
      14F-1 was not made until after the end of 2004, thus you are required to
      disclose information for fiscal year
2004.

The
company has revised its disclosures to include executive compensation and other
conforming disclosures for 2004. See pages 3 through 5 of Schedule
14f-1.

Schedule
13E-3

Item
13

    3.

      We
      note your response to our prior comment 5. Typically, the parties
      disseminate the disclosure document following the completion of the review
      process by the staff of the Division of Corporation Finance. While we note
      the timing restrictions faced by the company, the company should have
      factored in a sufficient amount of time for completion of the review
      process. We understand from your response that the company mailed the
      information statement without resolving all staff comments and that the
      company does not believe it needs to circulate any additional information.
      Without agreeing with your analyses and conclusions, we will not raise
      additional comment at this time. However, we continue to believe that the
      shareholders are entitled to updated financial information and the
      previous comment noted above remains outstanding. In this regard, we give
      you no assurance with regard to your compliance with the disclosure and
      dissemination requirements of the federal securities
      laws.

Noted.

Preliminary
Schedule 14C

Analysis
of the Board of Directors - Page 29

    4.

      Revise
      your disclosure to include the substance of your
      response.

The
Company has revised its disclosure to include the substance of its response. See
page 31 of Schedule 14C.

Appendix
E. Pro Forma Financial Statements

    5.

      We
      note your response to comment 16. Tell us where you have made the
      adjustments that show the cash payment to be made to the minority
      shareholders. If you have not shown this adjustment, revise the pro forma
      financial statements to show it or give us your analysis as to why it not
      required to be shown.

-3-

The pro
forma financial statements have been revised to show the cash payment to the
minority shareholders and the related transaction expenses as a reduction of
stockholders’ equity. Although the company continues to believe that the per
share amounts on a post-split basis is not meaningful to the minority
shareholders, it would not be appropriate for the company to present a reduction
in stockholders’ equity without a corresponding reduction in the number of
outstanding shares of common stock. Therefore, the number of outstanding shares
and the related per share amounts have been adjusted to reflect the
1-for-97,500,000 reverse stock split in the pro forma financial
statements.

*********

The
Company acknowledges that:

    ·

      It
      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
      filings; and

    ·

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

If you
have any comments or questions regarding our response, please contact Ernest M.
Stern, our outside counsel at Schiff Hardin LLP, at (202) 778-6400, or, if you
cannot reach him, call me at (216) 875-4200.

Sincerely,

/s/ Tammy Martin

Tammy
Martin

Chief
Administrative Officer

    Cc:
    Ernest M. Stern, Esq.
      Jay
      Wright

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