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HOGAN & HARTSON

L.L.P.

COLUMBIA SQUARE

555 THIRTEENTH STREET, NW

WASHINGTON, DC 20004-1109

TEL (202) 637-5600

FAX (202) 637-5910

WWW.HHLAW.COM

May 25, 2005

BY HAND
DELIVERY AND EDGAR

Mark
P. Shuman

U.S.
Securities and Exchange Commission

450
5th Street, NW

Mail
Stop 4-6

Washington,
DC 20549

  Re:

  Via Net.Works, Inc.

  Preliminary Proxy Statement on Schedule 14A

  Filed May 9, 2005

  File No. 000-29391-15

  Form 10-K for the fiscal year ended December 31,
  2004

  Form 10-Q for the fiscal quarter ended
  March 31, 2005

Dear Mr. Shuman:

On behalf of Via Net.Works, Inc. (“VIA” or the “Registrant”),
and in response to the Staff’s comment letter dated May 23, 2005 relating
to your review of the above-referenced filings, set forth below are the
Registrant’s responses to the Staff’s comments in such letter.  Concurrently with the submission of this
letter, the Registrant has filed an amended preliminary proxy statement in
connection with the annual and special meeting of VIA stockholders (the “Revised
Proxy Statement”) and submitted as correspondence a proposed amendment to the
quarterly report on Form 10-Q filed on May 20, 2005 (the “Form 10-Q/A”).  We are also supplementally providing to the
Staff clean courtesy copies of the Revised Proxy Statement and Form 10-Q/A,
as well as copies marked to show changes from

the preliminary proxy
statement filed May 9, 2005 and the Form 10-Q filed on May 20,
2005.

The Registrant’s responses to the Staff’s comments are
set forth below beneath the text of the corresponding comment from the comment
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.

Response:  As indicated in the response to Comment 2, VIA has
provided its financial information through incorporation by reference of the
financial statements included in VIA’s Annual Report on Form 10-K
for the year ended December 31, 2004 and by including interim financial
data for the period ended March 31, 2005 in the proxy statement.  Since the vote that VIA is seeking from its
shareholders relates to the sale of VIA’s only business, VIA believes that such
incorporation and inclusion of VIA’s financial statements meets the requirement
for financial statements relating to the business being sold.  VIA does not believe that the inclusion of
unaudited financial statements for the business to be sold would provide any
additional relevant financial information to its shareholders.

Other than the proceeds from the transaction, VIA will
still have a few assets remaining after the sale.  VIA will also have significant known
liabilities that will be satisfied in full from the proceeds of the transaction.  However, these assets and liabilities will
not constitute a business as defined in EITF Abstract 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of
Productive Assets or of a Business.
VIA’s analysis of the criteria in EITF 98-03 is set forth below:

  Elements

  Application to VIA after the sale

  Inputs

  Long-lived assets,
  including intangible assets, or rights to the use of long-lived assets.

  VIA will retain certain
  leasehold improvements and lease agreements relating to corporate premises
  that will not be sold to Claranet. It will not own any other long-lived
  assets.

  Intellectual property.

  VIA will not retain the
  rights to any intellectual property. Its brand names will be sold to
  Claranet.

  The ability to obtain
  access to necessary materials or rights.

  The materials and
  rights required to provide service to our customers, such as agreements with
  telecommunications providers and computer equipment and platforms will all be
  transferred to Claranet along with the businesses sold.

  Employees

  A small number of
  corporate employees will remain whose sole function will be the orderly wind
  up of VIA’s activities and the distribution of cash remaining to its
  shareholders.

  Processes

  The existence of
  systems, standards, protocols, conventions, and rules that act to define
  the processes necessary for normal, self-sustaining operations, such as (i) strategic
  management processes, (ii) operational processes, and (iii) resource
  management processes.

  These will be sold with
  the businesses to Claranet. As noted above the only process remaining will be
  the orderly liquidation of the company.

  Outputs

  The ability to obtain
  access to the customers that purchase the outputs of the transferred set.

  VIA will not have any
  customers after the sale. There will be no products or services that VIA
  could offer to customers in any case.

VIA has also concluded that the operations sold will
not be presented as discontinued operations since the company is not disposing
of a component but its entire operations.

In view of the above, VIA believes that the financial
information most relevant to shareholders is the value of the assets available
for distribution to shareholders and the total amount of ongoing expenses VIA
will likely incur through the estimated date of a complete shut-down and
distribution.  VIA believes that the
unaudited pro forma balance sheet and income statement showing the effect of
the sale and what would remain at VIA together with the section setting
forth the estimated amount of cash available for distribution to the
shareholders after the dissolution of the Company provides the most relevant
information to shareholders.

Please note
that notwithstanding VIA’s position on this issue, VIA has commenced
preparation of unaudited financial statements of the business

being sold to
Claranet for the periods referred to in the comment letter, and expects to
complete such statements by Friday, May 27.  As VIA desires to file and mail a definitive
proxy statement as soon as possible, VIA would appreciate an informal
indication of the Staff’s position on this issue in light of VIA’s response to
Staff’s comment no. 1.

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.

Response:  The
Registrant has revised the proxy statement to incorporate by reference
VIA’s Annual Report on Form 10-K for the year ended December 31,
2004 and to include interim financial data for the quarter ended March 31,
2005.
Please see the disclosure on pages 104 and F-1 through F-19
of the Revised Proxy Statement.  The
Registrant is considering whether any developments subsequent to completion and
filing of the Form 10-K would require additional financial
information to be added to the Proxy Statement.

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.

Response:  The Registrant has reviewed the staff’s
Comment no. 3, but respectfully believes that the outstanding confidential
treatment application should be granted.

First, while the Registrant acknowledges that, as
discussed in Staff Legal Bulletin 1, “confidential treatment is generally not
appropriate for information that is material to investors” and that such “material
information could include . . . indemnification clauses,” the Registrant
strongly believes that the redacted line item is not material to
investors.  Pursuant to Section 6.3
of the Sale Agreement executed on April 30, 2005 in connection with the
proposed asset sale by VIA to Claranet, the Registrant’s indemnification
obligations, together with any other claim that Claranet has or in the future
will have, under the sale agreement through which it acquired VIA NET.WORKS UK
Limited, have been waived and released.
Therefore, if the sale to Claranet is consummated, the redacted portion
of the indemnification provision (the entire indemnification provision, in
fact) will have no effect on any distribution to shareholders following the
sale to Claranet.  Even if the asset sale
is not consummated and the indemnification in question once again becomes
effective, the Registrant believes that its exposure with respect to the
redacted line item is minimal.

Second, the Registrant has sought confidential
treatment with respect to only one of a list of line items included in the
indemnification provision and has disclosed the remainder of the
indemnification provision, including the subjects covered by the
indemnification and the Company’s aggregate exposure under the clause.  The redacted information relates only to one
of many possible claims, and an investor is not likely to be able to determine
from the redacted information what the Company’s exposure for this possible
claim might be.

Finally, the Registrant has established in the
application that the redacted information is commercially sensitive, and its
disclosure could lead to a claim that, even though immaterial, needs to be
responded to before the Company could make distribution to shareholders.

As VIA desires to file and mail a definitive proxy statement as soon as
possible, VIA would appreciate an informal indication of the Staff’s position
on this issue in light of VIA’s response to Staff’s comment no. 3.

4.                                      Please
disclose whether Claranet is an affiliated party of Via Net.  If appropriate, provide us with a
supplemental analysis to explain your conclusion.

Response:  The Registrant does not believe Claranet is
its affiliate. VIA does not control, or own any securities of, Claranet or VIA’s
former UK subsidiary.

To VIA’s knowledge, Claranet does not control, or own
any securities of, VIA or its remaining subsidiaries, and VIA and Claranet are
not under common control of any person or entity.

VIA’s relationship to Claranet is limited to (a) the
September 28, 2004 transaction in which it sold VIA NET.WORKS UK Limited
to Claranet for cash and (b) the purchase and sale agreement and facility
agreement entered into by and between VIA and members of the VIA group and Claranet
and members of the Claranet group on April 30, 2005.  VIA retains no ownership rights over its
former UK operation.  There remains in
place a transition services agreement, which among other things permits VIA
NET.WORKS UK to continue to use the VIA NET.WORKS brand and certain domains and
other intellectual property for a period of twelve months from the date of the
sale transaction.  All other obligations
of VIA under that sale agreement have been released as noted in our response to
Question 3 above.  VIA’s relationship
with Claranet in connection with the proposed asset sale is defined under the
Sale Agreement with respect to which we seek a shareholders’ vote and described
in the proxy statement.

The Registrant has added disclosure to the proxy statement
to clarify that Claranet is not its affiliate on page 1 of the Revised
Proxy Statement.

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.

Response:  The Registrant has added disclosure to the
proxy statement in response to this comment.
Please see the disclosure on page 14 of the Revised Proxy
Statement.

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” irk 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 “pr