SecProbe.io

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Mail Stop 4-6

		May 23, 2005

Matt S. Nydell
Senior Vice President, General Counsel
  and Secretary
Via Net.Works, Inc.
H. Walaardt Sacrestraat 401-403
1117 BM Schiphol
Amsterdam, The Netherlands

	RE:	Via Net.Works, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed May 9, 2005
		File No. 0-29391-15

		Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the fiscal quarter ended March 31, 2005

Dear Mr. Nydell:

	This is to advise you that we have conducted a limited review
of
the above filings and have the following comments.  Where
indicated,
we think you should revise your filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. As discussed in a telephone conversation between Mr. Nydell and
Perry Hindin, Staff Attorney, on May 18, 2005, revise your proxy
statement to include unaudited financial statements of the
business
that you are selling to Claranet for the periods required by Item
14
of Schedule 14A.  See Question 6 under Subsection H (Financial
Statements) of Section I (Regulation M-A) of the Third Supplement
(July 2001) to the Manual of Publicly Available Telephone
Interpretations.
2. In addition, you will also need to provide the financial
statements of the registrant for the periods required by Item
14(c)(1) of Schedule 14A.  As discussed in the telephone
conversation
between Mr. Nydell and Perry Hindin, if you intend satisfy this
disclosure requirement concerning the year end information by
incorporating by reference applicable portions of the Rule 14a-3
annual report that is delivered to holders with or prior to the
proxy
materials you, should include a statement on the last page of your
proxy statement as to which documents, or part of documents, are
incorporated by reference.  See Note D.1 to Schedule 14A.  It
appears
that the interim financial information for the period ended March
31,
2005 and associated information relating to that interim period
must
be included physically in the proxy statement.  Note that under
Item
14(e)(1) of Schedule 14A,  in order to incorporate this
information
by reference from a concurrently delivered document, a registrant
must satisfy general instruction I.C.2 of Form S-2.  Because the
Form
10-K for 2004 was filed on April 26, 2004, it is our understanding
that you did not submit your periodic report in a timely manner
for
the required period.  Please advise and revise accordingly.
3. We note your outstanding application for confidential treatment
of
portions of  Exhibit 2.1 to your Form 8-K filed October 1, 2005.
This outstanding application should be resolved prior to mailing
your
proxy statement.  Please refer to Section II.B.2 of Staff Legal
Bulletin 1 which indicates that indemnification provisions are not
appropriate subjects of confidential treatment requests.  In this
respect we note that the filed document redacts Section 24.1.3
which
appears to relate to indemnification obligations of Via Net.Works
Europe Holding owed to Claranet.  The indemnification provision
that
you have redacted would appear to be material to a shareholder`s
deliberation of this proposal, as these obligations could affect
what
shareholders will receive from the asset sale being voted upon.
4. Please disclose whether Claranet is an affiliated party of Via
Net.  If appropriate, provide us with a supplemental analysis to
explain your conclusion.

Questions and Answers - Proposal No. 2: Dissolution Of Via, page
15
5. You indicate on page 15 that you "cannot predict with certainty
the amount, if any, [you] would have available for distribution to
[y]our shareholders if the [d]issolution were effected."  However,
in
light of the unaudited pro forma financial statements that you
have
provided, including estimates for your cash utilization up to the
date of closing of the asset sale and during the dissolution, is
there a range of consideration that shareholders can reasonably
expect to receive?    For example, it would appear from the
information you have provided on pages 44 and 45 that you estimate
you will have approximately $8.5 million in assets after the asset
sale closing and the dissolution plan.  In addition, the minimum
extent to which the dissolution proceeds must be used to pay off
liabilities seems estimable.  Finally, it would appear from such
information that there is a reasonable possibility all the
proceeds
will be expended and shareholders may not receive any
consideration.
In order to provide shareholders with a more meaningful
description
of the likely effect of the proposed transaction on them,
consider
disclosing in the summary section of your proxy a range of minimum
and maximum consideration, on both an aggregate and per share
basis,
that shareholders can reasonably expect to receive.

Proposal No. 1:  Asset Sale, page 27

      Background of the Asset Sale, page 27
6. Less than six weeks after the filing of the Form 10-Q for the
period ending September 30, 2004, which stated that "[f]or the
first
time in its seven year history VIA is well-positioned to achieve
positive cash flow from consolidated operations, which we believe
the
Company will reach by mid-2005," it appears that the board
realized
that Via Net had "an urgent liquidity problem" which was shortly
followed by a decision to dispose of its assets and thereafter by
an
agreement to sell substantially all of the assets to Claranet.
Expand the background of the proposed transaction to explain more
thoroughly the basis for the conclusions of financial strength
expressed in the Form 10-Q as well as the intervening events that
led
to the conclusion that an urgent liquidity problem existed so soon
thereafter.  For example, what were the roles and impacts of the
PSINet and Amen group transactions in this respect?  Elaborate on
the
"unanticipated revenue shortfalls" in certain of your "legacy VIA
companies" and VIA Express business.  What were the revenue
shortfalls, why did such shortfalls occur and who are companies to
which you refer?  What was the "projected date that [y]our
consolidated operations would begin to generate sufficient cash
flows
to cover operational expenses and capital expenditure?"  What
proportion of the cash flows required to cover such activities
related to capital expenditures?  Given the urgency of the
liquidity
problem, what consideration did the board give to focusing on
using
cash to cover operational expenses and not capital expenditures?
Did
the board contemplate that doing so might reduce the time it would
take for consolidated operations to begin to generate sufficient
cash
flows?
7. You indicate that at the January 24 and 25, 2005 board
meetings,
the board "reinforced the need to vigorously pursue a financing"
but
despite identification of several potential financing sources and
receipt of several proposals, your efforts did not result in any
proposed transactions that the board believed would be in the
interests of the shareholders and executable within the relevant
time
frame.  Describe these proposals and why the board concluded they
were not in the best interests of shareholders.  What was the time
frame the board deemed necessary within which to execute such
proposals?
8. Disclose when you engaged PriceWaterhouseCoopers to develop a
structured competitive bidding program for financing and sale
activities.  You indicate in the second whole paragraph on page 28
that you received indications of interest from approximately 11
potential buyers and 7 potential investors, but that you commenced
discussions with Claranet and only six other potential buyers or
investors in early March.  Did you contact the 4 other potential
buyers and 7 other potential investors?  If so, what were the
results
of such contacts?  If not, why not?
9. In the third whole paragraph on page 28, you indicate that on
March 17, 2005 that it was "clear that a debt financing
transaction
was no longer imminent."  Please elaborate.  What do you mean when
you say "was no longer imminent."  What was the relevant time
frame
considered in making this determination?
10. In the same paragraph, you indicate that as a result of an
announcement, 15 other potential buyers or potential investors
contacted you and that you commenced discussions with "some of
these
potential buyers or investors."  You indicate in the next
paragraph
that "after discussions with all of the participants who had
submitted expressions of interest either in providing financing or
acquiring all or parts of the business," VIA advised Claranet that
its bid was currently the most favorable.  Did you contact some or
all potential purchasers and investors?  Clarify your disclosure
accordingly.
11. On April 1 you announced the sale of two affiliated entities
in
Switzerland to former managers.  Briefly describe these companies,
the terms of the sales, the identity of the purchasers, and when
they
served in such capacities, and how the transactions relating to
these
businesses relate to the transaction now proposed for shareholder
approval.  Also explain whether the board considered the effect
these
transactions could have on the potential transaction with Claranet
or
other potential purchasers or investors.  What consideration was
given by the board to the effect that these dispositions would
have
on potential purchaser interest in the assets you now propose to
sell
to Claranet?
12. At the board meeting on April 30, 2005, PricewaterhouseCoopers
expressed its view that that the "Claranet deal was the best deal
available to the Company."  Ensure that the proxy statement
provides
a materially complete explanation of the basis on which the
consultant made this conclusion.  Did PricewaterhouseCoopers
provide
a report, opinion or appraisal relating to such conclusion, be it
in
written form or via an audio-visual or similar presentation?  In
the
proxy statement, provide appropriate disclosure of any such
presentation, consistent with Item 14(b)(6) of Schedule 14A.

Reasons for the Sale; Recommendation of the Board of Directors,
page
31

13. Elaborate further on the factors you cite as factors in the
board`s approval of the sale.  For instance, what is it about the
"amount and nature of consideration to be received" under the sale
agreement, the "work done by [y]our financial advisers to identify
and evaluate alternative transactions" and "the amount of funding
needed [by you] to reach projected cash flow break even" which
lead
the board to recommend the asset sale?  How and why did the board
weigh each of the factors cited on page 31?

Proposal No. 4:  Approval of...Reverse Stock Split, page 86
14. Provide further disclosure explaining why you are seeking to
effectuate a reverse stock split given your disclosure on page 86
that you will not obtain approval of the amendment to do so until
after June 10, 2005, the date you disclose is the deadline set
forth
in the Nasdaq notice of non-compliance.
15. Provide a table to illustrate the effect of the reverse stock
split on shares of common stock outstanding, authorized shares
reserved for issuance, e.g. pursuant to options, warrants,
conversion
of convertible securities or other arrangements, and shares of
common
stock that are neither outstanding or reserved for future
issuance.
16. You indicate that any fractional shares resulting from a
reverse
stock split will be rounded down to the nearest whole share and
shareholders holding fractional shares of your common stock may be
entitled to cash payments in lieu of such fractional shares.
Disclose the minimum number of record holders that would exist
following a 1-for-20 reverse split.

Form 10-K
Controls and Procedures, page 52
17. Your disclosure regarding your disclosure controls and
procedures
indicates that your CEO and CFO concluded that your disclosure
controls and procedures were effective "in all material respects"
as
of December 31, 2004.  This conclusion appears narrower than the
evaluation required by Rule 13a-15(b).  In light of your
disclosure
that your "disclosure controls and procedures by their nature can
provide only reasonable assurance that [y]our information flow
objectives are met" please confirm on a supplemental basis whether
your CEO and CFO are able to conclude that such disclosure
controls
and procedures as that term is defined in Rule 13a-15(e) were
"effective" at the "reasonable assurance level."  Also confirm you
will include such disclosure in future filings.  See Item 307 of
Regulation S-K and Release 33-8238.
18. Your disclosure regarding your internal control over financial
reporting indicates that following the acquisition of the Amen
group
of companies and the operations of PSINet Europe in Switzerland,
Germany, The Netherlands, Belgium and France, you conducted an
"initial assessment of the internal control environments and
Disclosure Controls and Procedures of both" businesses and that,
based on such assessment, you concluded that "these additions and
the
disposal of the UK business had neither materially affected, nor
were
reasonably likely to materially affect, [y]our internal control
over
financial reporting."  Your disclosure appears to be narrower than
the evaluation required.  Consistent with the requirements of Item
308(c) of Regulation S-K, please confirm on a supplemental basis
whether there has been "any change" in your internal control over
financial reporting identified in connection with the evaluation
required by Rule 13a-15(d) that occurred during the fiscal quarter
that has materially affected or is reasonably likely to materially
affect your internal control over financial reporting.  Confirm
you
will include such disclosure in future filings.  See Item 308(c)
of
Regulation  S-K and Release 33-8238.

Form 10-Q
Management`s Discussion and Analysis of Financial Condition...,
page
19

	Liquidity and Capital Resources, page 27
19. In light of your proposed asset sale and dissolution and the
disclosure in your proxy regarding your urgent liquidity problem,
expand this section to discuss any known demands, commitments,
events
or uncertainties that will result in or that are reasonably likely
to
result in your liquidity increasing or decreasing in any material
way.   Provide quantitative information that gives investors
context
and a more thorough understanding of your current liquidity
situation.  For example, at what monthly rate are you using cash
in
operations?  What is the minimum period of time that current
company
resources will fund operations?  Are there certain debts or other
expenses coming due in the immediate future that will impact your
liquidity?  What is the minimum amount of additional funding that
you
believe will be required to fund planned operations through the
date
that the asset sale and/or dissolution is consummated?  What
effect
will the proposed asset sale and/or dissolution have on such
monthly
rate?
20. Include in your amendment of your Form 10-Q the changes
discussed
in comments 17 and 18.

* * * * *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter