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CORRESP
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June 1, 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:

This is to confirm that in telephone conversations
with the Staff regarding the Staff’s comment letter dated May 23, 2005 (the
“Staff Letter”) relating to your review of the above-referenced filings, we
indicated that upon the instructions of Via Net.Works, Inc. (“VIA” or the “Registrant”)
the responses set forth in our response letter dated May 25, 2005 to
comments 1 and 3 set forth in the Staff Letter have been withdrawn.  VIA intends to file unaudited financial
statements of the business being sold and an unredacted copy of the agreement
previously the subject of the Registrant’s confidential treatment request,
which also has been withdrawn.

Further, as discussed with the Staff in telephone
conversations, VIA intends to include in the preliminary proxy statement
updated audited consolidated financial statements for each of the three years
ended December 31, 2004, 2003 and 2002 and as of December 31, 2004 and 2003 to
reflect the presentation of its Swiss operations as a discontinued operation in
order to comply with SEC Staff Training Manual, Appendix C:  Effects of Subsequent Events on Financial
Statements Required in Filings IV.
Discontinued Operations, which requires consolidated financial
statements incorporated by reference in the proxy statement to be consistent
with the presentation in the unaudited condensed financial statements for the
quarter ended March 31, 2005 included in its Quarterly Report on Form
10-Q.  The Swiss operations were sold in
early April 2005, and were treated as discontinued operations in VIA’s first
quarter Form 10-Q.  The Registrant has
incorporated its Annual Report on Form 10-K for the year ended December 31,
2004 into the proxy statement by reference, but will refer stockholders to the
updated annual consolidated financial statements included in the proxy
statement, and explain the reasons for the update.  The proposed language is attached as part of
the Changed Pages and included in the revised preliminary proxy statement.

Under FASB Statement No. 144, paragraph 30, VIA has
correctly accounted for the Swiss operations as long-lived assets to be held
and used in the audited consolidated financial statements in the Form 10-K for
the year ended December 31, 2004 as the assets did not meet the requirements to
be accounted for as held for sale at December 31, 2004.  We understand that the Form

10-K for the year ended December 31, 2004 does not need to be amended for the
updated financial information provided to the shareholders in the preliminary
proxy statement under SEC regulations or US GAAP.  If the Form 10-K financial statements were
not being incorporated by reference into the proxy statement, the Registrant
would not be required to provide to their shareholders the updated annual
consolidated financial statements to present its Swiss operations as a
discontinued operation.

Concurrently with the submission of this letter, the
Registrant has filed as correspondence copies of the revised preliminary proxy
statement and quarterly report on Form 10-Q/A.  We are also supplementally providing to the
Staff courtesy copies of all of the pages that have changed in connection with
the withdrawal of the responses referenced above, as well as other pages that
have changed based on the Registrant’s continued review of the proxy statement
(collectively, the “Changed Pages”). We are also supplementally providing to
the Staff courtesy copies of the preliminary proxy statement and Form 10-Q/A marked
to show changes from the preliminary proxy

statement
filed on May 25, 2005 and the Form 10-Q/A filed as
correspondence on May 25, 2005.

As discussed in telephone conversations with the
Staff, if there are no further comments the Registrant would like to be able to
file a definitive proxy statement and commence mailing.  Should you have any questions concerning the
above or the Changed Pages, please do not hesitate to call me at (202) 637-5736.

  Respectfully submitted,

  Steven M. Kaufman

Enclosures

cc:           Matt S.
Nydell

James O. Smith

Gregory F. Parisi

  UNITED
  STATES

  SECURITIES
  AND EXCHANGE COMMISSION

  Washington,
  D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. 1)

  Filed by the Registrant  x

  Filed by a Party other
  than the Registrant  o

  Check the appropriate
  box:

  x

  Preliminary Proxy Statement

  o

  Confidential, for Use of the Commission Only (as
  permitted by Rule 14a-6(e)(2))

  o

  Definitive Proxy Statement

  o

  Definitive Additional Materials

  o

  Soliciting Material Pursuant to §240.14a-12

  VIA
  NET.WORKS, INC.

  (Name of
  Registrant as Specified In Its Charter)

  (Name of
  Person(s) Filing Proxy Statement, if other than the Registrant)

  Payment of Filing Fee (Check the appropriate box):

  o

  No fee required.

  o

  Fee computed on table below per Exchange Act Rules
  14a-6(i)(1) and 0-11.

  (1)

  Title of each class of securities to which
  transaction applies:

  (2)

  Aggregate number of securities to which transaction
  applies:

  (3)

  Per unit price or other underlying value of
  transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
  amount on which the filing fee is calculated and state how it was
  determined):

  (4)

  Proposed maximum aggregate value of transaction:

  (5)

  Total fee paid:

  x

  Fee paid previously with preliminary materials.

  o

  Check box if any part of the fee is offset as
  provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
  which the offsetting fee was paid previously. Identify the previous filing by
  registration statement number, or the Form or Schedule and the date of its
  filing.

  (1)

  Amount Previously Paid:

  (2)

  Form, Schedule or Registration Statement No.:

  (3)

  Filing Party:

  (4)

  Date Filed:

  Persons who are to respond to the collection of
  information contained in this form are not required to respond unless the
  form displays a currently valid OMB control number.

Dear Shareholder:

You are cordially invited to attend a Special and
Annual Meeting of Shareholders (including any adjournment or postponement
thereof, the “Shareholder Meeting”) of VIA NET.WORKS, Inc. (“VIA” or the “Company”)
to be held on [                 ],
2005 at [                  ],
at the Company’s offices located at H. Walaardt Sacréstraat 401 1117 BM Schiphol-Oost,
The Netherlands.

At the Shareholder
Meeting, you will be asked to consider and vote upon:

(1)   a proposal
to approve and adopt the Sale and Purchase Agreement dated as of April 30,
2005 (the “Sale Agreement”), and the sale of substantially all the assets of
the Company to Claranet Group Limited (“Claranet” or the “Purchaser”), and the
assumption by the Purchaser of certain related liabilities pursuant to the Sale
Agreement;

(2)   a proposal
to approve and adopt the dissolution (the “Dissolution”) and Plan of Complete
Liquidation and Dissolution of VIA (the “Plan of Dissolution”);

(3)   the
election of two Class II directors to serve for a three-year term;

(4)   the
authorization for our board of directors to amend, at its discretion, our
amended and restated certificate of incorporation by adopting one of two
proposed amendments to effect a reverse stock split, either a one-for-ten
reverse stock split or a one-for-twenty reverse stock split, of all the issued
and outstanding shares of our common stock, par value $0.001 per share, without
further approval of our shareholders, upon a determination by our board that a
reverse stock split is in the best interests of our Company and our
shareholders; and

(5)   such other
matters as may properly come before the Shareholder Meeting, or any
postponements or adjournments thereof.

Descriptions of the foregoing matters are included in
the accompanying proxy statement. Copies of the Sale Agreement and the Plan of
Dissolution are attached as appendices to the proxy statement.

The board of directors has unanimously approved the
Sale Agreement and has unanimously approved and deemed advisable the Dissolution
and the Plan of Dissolution, in each case as being in the best interests of VIA
and its shareholders. The board has nominated both directors to serve for new
terms, and has approved the amendments to effect a reverse stock split. The
board recommends that you vote FOR approval and adoption of all of these
proposals and FOR both of the nominees proposed for election as directors of
VIA.

Attached is a Notice of Meeting of Shareholders and a
proxy statement containing a discussion of the background of, reasons for, and
terms of the transactions described above. We urge you to read this material
carefully. Included with these soliciting materials is a proxy card for voting,
a postage prepaid envelope to return your proxy, and instructions for granting
a proxy by telephone. Whether or not you plan to attend the Shareholder
Meeting, we urge you to grant a proxy to vote your shares by completing,
signing and dating the enclosed proxy card. If you attend the Shareholder
Meeting, you may revoke your proxy if you vote in person. Your prompt
cooperation will be greatly appreciated.

If you
have any questions or need assistance in voting your shares, please call D.F.
King & Co., Inc., which is assisting VIA NET.WORKS, toll-free at (800) 488-8075
or collect at (212) 269-5550.

  Very truly yours,

  Robert Michael McTighe

  Chairman of the Board of Directors

  [                 ],
  2005

VIA NET.WORKS, INC.

NOTICE OF MEETING OF SHAREHOLDERS

TO BE HELD [                ],
2005

NOTICE IS HEREBY
GIVEN that a Special and Annual Meeting of Shareholders (including any
adjournment or postponement thereof, the “Shareholder Meeting”) of the Company
will be held on [                      ],
2005 at [                      ],
at the Company’s offices located at H. Walaardt Sacréstraat 401 1117 BM Schiphol-Oost,
The Netherlands, for the following purposes:

(1)   To consider
and vote upon a proposal to approve and adopt the Sale and Purchase Agreement
dated as of April 30, 2005 (the “Sale Agreement”), and the sale of
substantially all the assets of the Company to Claranet Group Limited (“Claranet”
or the “Purchaser”), and the assumption by the Purchaser of certain related
liabilities pursuant to the Sale Agreement;

(2)   To consider
and vote upon a proposal to approve and adopt the dissolution (the “Dissolution”)
and the Plan of Complete Liquidation and Dissolution of VIA (the “Plan of
Dissolution”);

(3)   To elect
two Class II directors to serve for a three-year term;

(4)   To
authorize our board of directors to amend, at its discretion, our amended and
restated certificate of incorporation by adopting one of two proposed
amendments to effect a reverse stock split, either a one-for-ten reverse stock
split or a one-for-twenty reverse stock split, of all the issued and
outstanding shares of our common stock, par value $0.001 per share, without
further approval of our shareholders, upon a determination by our board that a
reverse stock split is in the best interests of our Company and our
shareholders; and

(5)   To transact
such other business as may properly come before the Shareholder Meeting, or any
postponements or adjournments thereof.

Please read carefully the accompanying proxy
statement. A copy of the Sale Agreement is attached as Annex A to the proxy statement and a
copy of the Plan of Dissolution is attached as Annex B
to the proxy statement. The proxy statement and its appendices form a part
of this Notice.

Shareholders of record at the close of business on [             ],
2005 are eligible to vote at the meeting or any postponements or adjournments
of the meeting. A complete list of shareholders entitled to vote will be
available for inspection at the Company’s offices at H. Walaardt Sacréstraat
401 1117 BM Schiphol-Oost, The Netherlands for a period of ten days prior to
the meeting.

Whether or not you plan to attend the meeting in
person, please complete, sign and return the enclosed proxy promptly in the accompanying
reply envelope. If you grant a proxy by telephone, please follow the
instructions on your proxy card. By doing so, you will help us ensure the
presence of a quorum at the meeting and save VIA the expense and time required
to solicit proxies. If you send your proxy, you will still be able to withdraw
your proxy and vote your shares in person at the meeting if you wish.

If you
have any questions or need assistance in voting your shares, please call D.F.
King & Co., Inc., which is assisting VIA NET.WORKS, toll-free at (800) 488-8075
or collect at (212) 269-5550.

  By Order of the Board of Directors

  Matt S. Nydell

  Senior Vice President,

  General Counsel and Secretary

  [                   ],
  2005

VIA
NET.WORKS, INC.

PROXY STATEMENT

FOR

2005 MEETING OF SHAREHOLDERS

This proxy statement contains
information relating to the solicitation of proxies by the board of directors
of VIA to be voted upon at the special and annual meeting of the shareholders
of the Company to be held on [                    ],
2005 at the Company’s offices located at H. Walaardt Sacréstraat 401 1117 BM
Schiphol-Oost, The Netherlands beginning at [             ]
Central European Time and at any postponements or adjournments of the meeting. These
materials were first mailed on or about [                  ],
2005 to all shareholders entitled to vote at the annual and special meeting.

SUMMARY

This Summary highlights information included elsewhere
in this proxy statement. This summary may not contain all of the information
you should consider before voting on the proposals presented in this proxy
statement. You should read the entire proxy statement carefully, including the
appendices attached hereto. For your convenience, we have included cross
references to direct you to a more complete description of the topics described
in this summary. In this proxy statement, “we”, “us” and “our” refer to VIA,
unless the context otherwise requires.

·       The Asset Sale.   We have agreed to sell substantially
all of our assets to Claranet Group Limited for $26.4 million, less the amounts
advanced to us under a $7.0 million working capital facility entered into when
we agreed to the asset sale. Claranet, which is not affiliated with VIA, will
acquire all of our business operations in the United States and Europe as well
as certain assets and liabilities pertaining to our centralized back office and
technical support systems, including employee contracts of certain headquarters
personnel. We would retain all other debts and liabilities of the VIA corporate
parent, including expenses relating to our headquarters office lease in
Schiphol-Oost, The Netherlands, our senior executives and other headquarters
staff, corporate vendors and professional advisors, and obligations to the
sellers of the PSINet Europe and the Amen groups in connection with
acquisitions we completed in 2004. Claranet paid us a deposit of $3.0 million
against the purchase price when we entered into a letter of intent with respect
to the asset sale.

·        Reasons for the Asset Sale.   We
agreed to sell substantially all of our assets to Claranet after evaluating the
alternatives that were available to us to address an urgent liquidity problem.
A combination of factors including unanticipated revenue shortfalls in certain
of our legacy VIA companies and our new VIA Express business left us with
insufficient cash reserves to continue our operations. We th