SecProbe.io

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Mail Stop 3561

July 15, 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. 2 to Form S-1
Filed July 8, 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 July 8, 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.

Amendment No. 2 to Form S-1

Management`s Discussion and Analysis - Results of Operations, page
37

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

Network Services, page 38

1. Please refer to prior comment 7.  We note that Global Crossing
back-billed you for PICC charges in November 2004.  Please tell us
why you were not required to accrue a liability under SFAS 5 for
the
prior 180 days and monthly after November 2004.

Recent Accounting Pronouncements, page 49

2. Please refer to prior comment 8.  We note that the conversion
terms permit you to determine whether to settle the conversion
obligation by transferring assets or by issuing equity shares.
Please tell us how you considered paragraphs B48 and B49 of SFAS
150.

Business, page 51

3. We note your revision in response to prior comment 9.  Please
revise the prospectus to clarify the size of your market share, to
the extent possible.  The supplemental information you have
provided
us suggests that you are able to disclose that your market share
is
about 6% to 15% in the markets in which you operate.  Without
quantitative clarification, your statements that you have a
"leading
position" suggest that your market share is greater than 50%,
which
does not appear to be the case.

Financial Statements

4. Please tell us if you have any plans to change your capital
structure to be effective as of the effective date of this
registration statement.  If so, comply with SAB 4(C).

Note 4. Notes Payable, page F-18

5. Please refer to prior comment 7.  It appears to us that you do
not
meet the condition in Rule 3-10(b)(3) of Regulation S-X for relief
from condensed consolidating financial statements required under
Rule
3-10(d)(4) of Regulation S-X.  In particular:

* Eschelon Operating Company`s Form S-4, File No. 333-122292,
discloses that "all present and future, direct and indirect
Domestic
Restricted Subsidiaries of Parent other the Company," guarantee
the
notes.  Rule 3-10(b)(3) states "No other subsidiary of the parent
company guarantees the securities."
* Per Exhibit 21.1 of the Form S-4, we further note that ATI is a
wholly-owned subsidiary of Eschelon Operating Company and it
appears
to be an operating company.

6. Considering that you referred to "Domestic Restricted
Subsidiaries" in Eschelon Operating Company`s Form S-4, tell us
who
your domestic restricted subsidiaries are and if you have any
domestic unrestricted and foreign subsidiaries. Tell us the nature
of
the restrictions on domestic restricted subsidiaries.

7. Similarly, please update your Business section to describe your
organizational structure in greater detail and identify your
significant subsidiaries.

8. Additionally, please provide a list of your subsidiaries in
Exhibit 21.1.  We note that the current Exhibit only includes the
subsidiaries of Eschelon Operating Company.

9. Please revise your disclosure on page F-19 to delete Eschelon
Operating Company from the statement which currently reads as
follows: "The Company, Eschelon Operating Company and all of the
subsidiaries have guaranteed the notes ...."

Note 8. Capital Stock, page F-24

10. Please refer to prior comment 14.  In your Management`s
Discussion and Analysis, please discuss the significant factors,
assumptions and methodologies used in determining the fair value
of
the preferred stock.

11. Please refer to your summary of the period from January to
August
2003 in your response to prior comment 15.  Please tell us how you
considered the following in determining the fair value of your
preferred stock:

* The future liquidation date in determining the value of the
liquidation preference;
* The continuing reduction in operating losses;
* The increase in revenues; and
* The significant increase in positive cash flow from operating
activities.

12. Please refer to your summary of the period from November 2003
to
January 3, 2005, in your response to prior comment 15.  Please
tell
us how you considered the following in determining the fair value
of
your preferred stock:

* The future liquidation date in determining the value of the
liquidation preference;
* The continuing reduction in operating losses, including interest
expense related to the additional debts;
* The increase in revenues; and
* The significant increase in positive cash flow from operating
activities.

13. Please refer to your summary of the period from November 2003
to
January 3, 2005, in your response to prior comment 15.  Please
tell
us how the new debt impacted the fair value of your common stock.
Also tell us how you concluded that the fair value of the common
stock should be increased by only $0.10 per share.  We note that
the
independent appraiser fair valued the common stock between $0.00-
$0.40 as of August 14, 2003.

14. Please refer to your summary of the period from November 2003
to
January 3, 2005, in your response to prior comment 15.  Please
tell
us how you considered the acquisition of ATI in your determination
of
the fair value of the common stock.

15. Please refer to your summary of the period from April 1, 2005
and
April 29, 2005, to present in your response to prior comment 15.
Please tell us how you considered the improved operating results
and
cash flows, the impact of the ATI acquisition and the discussions
with underwriters regarding a potential public offering in
concluding
that the fair value of your common stocks was between $0.20 and
$0.50
per share.

16. Please refer to your summary of the period from April 1, 2005
and
April 29, 2005, to present in your response to prior comment 15.
Please tell us why the assigned fair value of your common stock is
at
a significant discount from the estimated IPO price range.

17. Please refer to your summary of the period from April 1, 2005
and
April 29, 2005, to present in your response to prior comment 15.
Please quantify each significant factor contributing to the
difference between the assigned fair value of $0.20 per share and
the
expected IPO price.  We note that the independent appraiser fair
valued the common stock between $0.20-$0.30 as of December 31,
2004.

18. Please refer to your summary of the period from April 1, 2005
and
April 29, 2005, to present in your response to prior comment 15.
Please quantify each significant factor contributing to the
difference between the assigned fair value of $0.50 per share and
the
estimated IPO price.

19. We note your disclosure on page 48 in response to our prior
comment 17.  Please revise your disclosure to delete references to
"implied valuation" and replace it with "fair value."  Also
disclose
each valuation method utilized by the Board.

Note 8. Restricted Common Stock, page F-27

20. Please refer to prior comment 19.  Please revise to state, if
true, that compensation expense was recognized over its vesting
period.

Note 10. Subsequent Events (unaudited), page F-28

21. Please tell us how you accounted for the settlement, including
the credit of $ 564,000 over the next six months.

*   *   *   *   *

      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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