SecProbe.io

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Mail Stop 4-7

June 28, 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.
Amendment No. 1 to Form S-1
Filed June 15, 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 amended registration statement and
your
response letter filed June 15, 2005, and we 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.

General

1. Please note that we will send you any comments on your pending
request for confidential treatment by separate letter.  All
confidential treatment issues must be resolved before we will
consider a request for acceleration of the registration statement.

Amendment No. 1 to Form S-1

Summary Consolidated Historical and Pro Forma Financial and Other
Data, page 5
Selected Consolidated Financial and Other Data, page 25

2. Please refer to prior comments 10 and 12.  As previously
requested, delete the pro forma EBITDA and cash flows presented as
a
measure of your liquidity.  We do not believe that your pro forma
cash flows are factually supportable.

3. Please refer to prior comment 11.  Since your wholly-owned
subsidiary has registered debt, present the ratio of earnings to
fixed charges.

Risk Factors, page 9

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

4. We note your response to prior comment 17.  Please revise to
disclose your supplemental explanation in the Overview subsection
of
your Management`s Discussion and Analysis and in the Competition
subsection of your Business discussion.

Notes to Unaudited Pro Forma Combined Financial Statements, page
32

5. Please refer to prior comment 19.  Delete this adjustment since
it
is not appropriate to include interest income from the use of
proceeds from an offering.  You may provide this in a disclosure
in
the footnotes.

Management`s Discussion and Analysis, page 33

Key Components of Results of Operations, page 34

Revenue, page 34

6. Please refer to prior comment 22.  Tell us in detail the nature
of
the arrangement involving non-recurring network services and your
basis for your accounting.  Include in your response references to
the appropriate accounting literature.

Results of Operations, page 36

Three Months Ended March 31, 2005 compared to Three Months Ended
March 31, 2004, page 37

Network Services, page 38

7. Please refer to prior comments 25 and 37 and your statement
that
Global Crossing has the "contractual right" (but is not required)
to
pass charges through to the Company.  Please tell us how you are
accounting for this contractual right.  Include in your response
references to the appropriate accounting literature.

Recent Accounting Pronouncements, page 49

8. Please refer to prior comment 49.  The Preferred Stock is
required
to be redeemed in June 2012 (date certain) unless previously
redeemed
or converted by the holder and therefore, within the scope of SFAS
150.  Refer to FSP 150-3.  Please revise.

Business, page 50

Our Business Strengths, page 51

Leading Position in Our Markets, page 51

9. We note your response to prior comment 30, particularly the
quantitative estimates of your market share in your markets.
Please
revise the prospectus to disclose this information with
appropriate
explanations that clarify your market share relative to any
leading
competitors that are not competitive local exchange carriers.
Additionally, please disclose the date of the market survey.

Our Customers, page 54

10. We note your revisions in response to prior comment 34.
Please
further revise to clarify what you mean by "pro forma" in this
context.

Financial Statements

Note 1.  Goodwill and Other Intangible Assets, page F-10

11. Please refer to prior comments 51 and 54.  It appears to us
that
these costs should be classified as cost of revenue.  Revise or
provide us with the specific accounting literature that supports
your
conclusion.

Note 4. Notes Payable,  page F-18

12. Please refer to prior comment 57.  We understand that Eschelon
Operating Company is a wholly-owned finance subsidiary and you and
the wholly-owned subsidiaries of Eschelon Operating Company are
guarantors of the registered debt.  Please provide condensed
consolidating financial information as required under Rule 3-
10(d)(4)
of Regulation S-X.  Also refer to the footnotes of paragraph (d).

Note 8.  Capital Stock, page F-24

Stock Options, page F-25

13. Please refer to prior comment 58.  We may have further
comments
after we review your response to our comment below concerning the
fair value of your stock options.

14. Please refer to prior comments 60 and 61.  For each
contemporaneous appraisal (June 27, 2002, August 14, 2003 and
December 31, 2004), tell us the amount of the enterprise value and
how the enterprise value was allocated between common and
preferred
stock.  Also tell us the fair value of the common and preferred
stocks as of the date of each appraisal.

15. We note that the contemporaneous appraisal as of June 27,
2002,
August 14, 2003 and December 31, 2004 provided the basis for the
fair
value of options granted thereafter.  For each stock option
granted
after the appraisal, please tell us in more detail how you
considered
each factor that you identify in your response, including the
proposed initial public offering to determine  fair value, and how
you quantified each factor.  Also, tell us the fair value assigned
as
of each grant date.  We note the following facts and
circumstances:

* In your prospectus summary, you represented that revenues grew
at
an annual growth rate of 37.7%.
* In the Selected Consolidated Financial Data, your adjusted
EBITDA,
which you use to assess operational performance, significantly
improved from ($2.7 million) in 2002 to $14.5 million in 2003 and
to
$25.4 million in 2004.
* Cash flows provided by operating activities increased from
($2.8)
million in 2002 to $16.7 million in 2003 and to $25.4 million in
2004.
* Other operating data disclosed under Selected Consolidated
Financial Data on 27 reflected significant year-over-year growth
in
the voice lines and data lines in service and percent of lines on
switch.

16. Please tell us in detail what caused the fair market value of
the
Company`s common stock to decrease from $0.40 as of August 14,
2003
to $0.20-0.30 as of December 31, 2004.

17. Please disclose in our Management`s Discussion and Analysis
the
following information:

* A discussion of the significant factors, assumptions and
methodologies used in determining fair value;
* A discussion of each significant factor contributing to the
difference between the fair value as of the date of each grant and
the estimated IPO price.
* The valuation alternative selected, including any alternative
means
to determine fair value.

18. Please disclose the following for all equity instruments
issued
during the 12 months prior to the date of the most recent balance
sheet included in the Form  S-1 (in tabular format):

* For each grant date, the number of options or shares granted,
the
exercise price, the fair value of the common stock, and the
intrinsic
value, if any, per option (the number of options may be aggregated
by
month or quarter and the information presented as weighted average
per share amounts);
* The date of the contemporaneous valuation used to assess the
fair
value at each grant date;

Restricted Common Stock, page F-27

19. Please refer to prior comment 62.  Please tell us how you
determined the fair value of the restricted stock.  Also tell us
why
the compensation expense is not recognized over the vesting
period.

Note 9. Income Taxes, page F-27

20. Please refer to prior comment 63.  Please revise the fourth
caption to "future utilization of net operating loss
carryforwards."
Since the caption represents two separate items involving the
utilization of net operating loss carryforwards and an adjustment
to
the valuation allowance account, please disaggregate these items.

21. We note your response to our prior comment 66.  Please update
the
financial statements to include subsequent events, including the
issuance of additional stock options, restricted stock, and other
unregistered securities.

Advanced TelCom, Inc. Financial Statements

Unaudited Consolidated Financial Statements, pages F-44 to F-52

22. Please refer to prior comment 47.  We understand that you will
provide audited financial statements.  Please also provide the
consent of the Independent Registered Public Accounting Firm.

*   *   *   *   *

      Please amend your registration statement in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or Dean Suehiro, Senior Staff Accountant, at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Daniel Zimmerman, Staff
Attorney, at (202) 551-3367 or me at (202) 551-3810 with any other
questions.

Sincerely,

Larry Spirgel
Assistant Director

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