SecProbe.io

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Mail Stop 4-7

June 3, 2005

Richard A. Smith
President and Chief Executive Officer
Eschelon Telecom, Inc.
730 Second Avenue South, Suite 900
Minneapolis, MN 55402

Re: 	Eschelon Telecom, Inc.
Form S-1
Filed May 6, 2005
File No. 333-124703

Form 10-K for the fiscal year ended Dec. 31, 2004, filed March 31,
2005
Form 10-Q for the fiscal quarter ended March 31, 2005, filed May
16,
2005
File No. 0-50706

Dear Mr. Smith:

      We have reviewed your filings and have the following
comments.
Please amend the registration statement 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.

Form S-1

General

1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.

2. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement.  We must review these documents before the registration
statement is declared effective, and we may have additional
comments.

3. Please provide us with copies of your prospectus artwork prior
to
circulating your preliminary prospectus.  Since we may have
comments
that could result in material revisions to your artwork, please
provide us with sufficient time to comment on your artwork prior
to
circulating your preliminary prospectus.  See Item VIII of the
March
31, 2001 quarterly update to the Division of Corporation Finance`s
Current Issues and Rulemaking Projects outline, which is available
on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm.

Front Cover of Prospectus

4. Please revise to disclose any selling shareholder`s net
proceeds.
See Item 501(b)(3) of Regulation S-K.

Prospectus Summary, page 1

5. As currently drafted, the summary section is too long.  The
summary should provide a brief, non-repetitive discussion of the
most
material aspects of you and your offering.  Consider eliminating
much
of the detail.  For example, consider significantly reducing or
deleting the subsections entitled Our Business Strengths, Our
Strategy and Our Financial Sponsors.  This disclosure is too
detailed
for the summary and is more appropriate for your Business
discussion.

6. In portions of your prospectus, your use of business jargon,
industry and defined terms makes your disclosure difficult to
understand.  We encourage you to make your disclosure
understandable
from its context to people who are not experts in your industry.
Examples of terms and phrases that you should replace or explain
with
everyday language are:

* "We are a leading facilities-based provider of voice and data
services and business telephone systems."
* "Internet transit and peering"
* "on-switch"
* acronyms and abbreviations such as "BTS," "TRO," "TRRO" and
"PUC"
* "vertical features"
* "colocation" and "colocators"
* "non-dominant IXCs"
* statements such as "we do use DS1 loops and transport, DS3
transport, and a de minimis amount of dark fiber transport"

7. We note your description of revenue growth in your Overview.
Please revise here, in your Management`s Discussion and Analysis
at
page 31 and in your Business discussion at page 44 to balance
these
statements by disclosing, as you do in your first risk factor on
page
10, that you have a history of operating losses, net losses, and
you
expect to continue to incur losses.  Additionally, please revise
to
clarify that, apart from one-time extraordinary gains on
cancellation
of debt, you have had net losses in each of the last five years.
Further, disclose that you have significant debt.

Also, in connection with your presentation of 2004 pro forma
revenue,
gross profit and Adjusted EBITDA, balance the disclosure by
presenting the corresponding net income and historical results.

Similarly revise elsewhere as appropriate.

8. We note that you refer to Adjusted EBITDA on page 1 of the
summary
and provide a cross-reference to the definition and reconciliation
of
Adjusted EBITDA under "Summary Consolidated Historical and Pro
Forma
Financial and Other Data" on pages 8-9 and under "Selected
Consolidated Financial and Other Data" on pages 26-27.  Since you
refer to Adjusted EBITDA for the first time on page 1, your cross-
references to the disclosure required by Regulation G and Item
10(e)
of Regulation S-K are not sufficient.  If you believe that
presenting
Adjusted EBITDA information in the summary is material, please
locate
your first reference to Adjusted EBITDA in an appropriate place,
such
as with the summary financial data, where all the required
disclosure
will not overwhelm the presentation of information.  In addition,
please clarify why you believe the extinguishment of indebtedness
is
a non-recurring item when you continue to have significant amount
of
indebtedness following this offering.

The Offering, page 5

9. Disclose that the number of shares being offered represents __%
of
your shares outstanding.

Summary Consolidated Historical and Pro Forma Financial and Other
Data, page 6

10. Please refer to the pro forma as adjusted column.  Delete the
pro
forma Adjusted EBITDA and cash flows.

11. Please present the ratio of earnings to fixed charges here and
on
page 25.  Also provide Exhibit 12.

12. Please refer to footnote (2).  Delete the pro forma Adjusted
EBITDA here and in all applicable sections of the filing.

Risk Factors, page 10

We have a history of operating losses ..., page 10

13. Please present the related historical data with your pro forma
data.

14. Please present the historical and pro forma net income (loss)
per
share and the weighted average number of shares outstanding.

We are subject to substantial government regulation ..., page 12

15. This risk factor bundles together multiple distinct risks.  In
order to give the proper prominence to each risk you present,
please
assign each risk its own descriptive subheading.  In revising this
risk factor, consider whether risk factor disclosure is necessary
regarding the investigations in Arizona, Oregon and Colorado that
you
disclose on page 57.

We depend on a limited number of third party service providers
...,
page 14

16. Please revise this risk factor to explain more clearly the
risks
related to your relationship with Global Crossing.  We note your
disclosure elsewhere that Global Crossing has filed a lawsuit
against
you, that they are your largest customer and one of your most
significant suppliers.  Consider whether a separate risk factor is
necessary to appropriately highlight the risk to investors
regarding
your relationship with Global Crossing.

The communications market in which we operate is highly
competitive..., page 14

17. Address whether the growing wireless market also poses
competition to your business.

Notes to Unaudited Pro Forma Combined Financial Statements, page
30

18. Please refer to footnote (2).  Disclose and tell us the nature
of
the ATI`s network costs reclassified.

19. Please refer to footnote (6).  Tell us how you determined the
amount of the interest income.

20. Please refer to footnote (8).  Tell us why there is no income
tax
adjustment related to the pro forma adjustments.  Refer to
Instruction #7 to Rule 11-02(b) of Regulation S-X.

Management`s Discussion and Analysis, page 31

21. In your Regulation discussion from page 59 through 71, you
disclose a number of trends, expectations and uncertainties.  To
the
extent material, please revise your Management`s Discussion and
Analysis to discuss and analyze these trends, expectations and
uncertainties.  See SEC Release No. 33-8350 (December 19, 2003),
which is available on our web site at
http://www.sec.gov/rules/interp/33-8350.htm.  In this regard, we
note
your disclosure on page 62 regarding your estimated increased
costs
due to the Triennial Review Remand Order.

Revenue, page 32

22. Please tell us why it is appropriate to recognize non-
recurring
network services revenue over the average life of the customer.

23. We note that you accrue long distance and access charges based
on
an estimated monthly average usage.  Discuss your significant
assumptions and estimates related to these charges in your
critical
accounting policies disclosure on page 41.

24. Disclose the nature of a bill-and-keep arrangement.

Network Services, page 36

25. Please tell us the nature of the dispute with Global Crossing
and
why you have elected not to record the PICC revenue.

Liquidity and Capital Resources, page 39

Outstanding Indebtedness, page 40

26. Please revise to provide more detail about your outstanding
indebtedness, including when it was incurred and how you used the
proceeds.  See Section IV of See SEC Release No. 33-8350 (December
19, 2003).  Please clarify what you mean by "existing and future
domestic subsidiaries."  Also clarify whether these are the Notes
you
describe on page II-2.

Income Taxes, page 42

27. Please revise to disclose why you concluded that a full
valuation
allowance against deferred tax assets was appropriate.

Business, page 44

28. Please generally revise to provide more concrete detail in
everyday language regarding what goods and services you sell and
to
whom you sell them.  For example, it is not clear from your
disclosure what "facilities-based provider" means, what type of
"voice and data services" you provide or what you mean by
"business
telephone systems."  You should also more clearly explain how the
goods and services you sell connect with and relate to the rest of
the telephone network, so that investors can understand your
business.  Although we issue specific comments below, we believe
that
you should generally revise to clarify what business you conduct.
Similarly revise in your prospectus summary to provide a very
brief
overview of your business.

Overview, page 44

29. Please revise to provide a brief explanation of your
relationship
with Eschelon Operating Company.  In this regard, we note that you
have provided guarantees for a significant amount of debt issued
by
Eschelon Operating Company.  Similarly revise your discussion
under
Liquidity and Capital Resources at page 39 as appropriate.

Our Business Strengths, page 45

Leading Position in Our Markets, page 45

30. We note your statements that "We believe that we are either
the
first or second largest competitive communications services
provider
targeting the small and medium-sized business segment in each of
our
markets, based on internally derived market share data."  Please
revise to support these statements by briefly disclosing, to the
extent known, quantified disclosure of your market share in each
of
your markets.  See Item 101(c)(x) of Regulation S-K.

Proven Management Team, page 46

31. We note your statements that Mr. Smith contributed to revenue
growth at Frontier Corporation from 1973 to 1998.  Please revise
to
remove the quantitative statements regarding revenue growth at
that
company since they do not present corresponding quantitative
disclosure of net income and since it is not clear how that
company`s
financial performance is relevant to investors` decisions
regarding
this company.

Services and Systems, page 47

32. Please revise to clarify in more detail what you mean by your
statement that your voice services "are provided via analog and
digital service platforms."

33. Please revise to provide a more concrete, detailed description
of
the type of business telephone systems equipment that you provide.
Also, state more clearly that you resell this equipment and do not
manufacture it yourself.

Our Customers, page 48

34. Please revise to clarify what you mean by "Global Crossing
purchases access services from us, which accounted for pro forma
revenue of approximately $6.0 million, or 2.8%, of our total pro
forma revenue in 2004."  Specifically clarify what "pro forma"
means
in this context.

Network Overview and Deployment, page 49

35. Please revise to clarify, in everyday language, what your
"network" is.

Customer Access Methods, page 50

36. Your disclosure under Analog Unbundled Network Element-Loop
suggests that you plan to continue operations using leased
unbundled
network elements.  However, your disclosure elsewhere indicates
that
you will not continue using the unbundled network element
platform,
or UNE-P.  It is not clear what, if any, difference there is
between
these unbundled network elements.  Please revise here and
elsewhere
as appropriate to clarify.

Third Party Service Providers, page 51

37. Please tell us the nature of the $8.4 million unpaid pre-
subscribed interexchange carrier charges.  It is unclear to us
whether these charges are related to your $100 million services
agreement with Global Crossing.

Executive Compensation, page 77

38. Please revise to provide all of the disclosure required by
Item
402(d) of Regulation S-K.  Your 2004 Year-End Options table on
page
79 should disclose the value of  options at year end.

Option Grants in Last Fiscal Year, page 78

39. Expand footnotes (3) to the Option Grants tables on page 78 to
describe the valuation methodologies used by the board of
directors
in reaching its conclusions concerning the market value of shares
at
year end.  Briefly describe how the methodologies supported the
valuations that established the option exercise prices.  If there
will be a substantial disparity between the option exercise prices
and the proposed public offering price, you should alert investors
to
the disparity and quantify the effect of using the public offering
price as the base to compute the potential option values using the
5%
and 10% assumed rates of stock price appreciation.  If you wish to
provide the potential realizable value in the table using the
assumed
offering price as the base price, the staff will not object, if
you
explain this in a footnote.  Please also consider this comment in
completing the value of unexercised in-the-money options column of
the table on page 79.  See Section IV.C of SEC Release No. 33-7009
(August 6, 1993).

Principal and Selling Stockholders, page 84

40. For selling security holders that are not natural persons and
are
nonpublic entities, please identify the natural persons with
voting
or investment control directly under the entity`s name.

41. Please advise us in your response letter whether any of the
selling shareholders are broker-dealers or affiliated with broker-
dealers.  For all selling shareholders that are broker-dealers,
disclose that they are "underwriters" within the meaning of the
Securities Act.  You should revise the Plan of Distribution to
state
the names of selling shareholders who are broker-dealers, and to
state that they are also underwriters with respect to the shares
that
they are offering for resale.

42. For selling shareholders who are affiliates of broker-dealers,
disclose, if true, that:

* The seller purchased in the ordinary course of business, and
* At the time of the purchase of the secu