SecProbe.io

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Mail Stop 3561

July 25, 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. 3 to Form S-1
Filed July 20, 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 20, 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.

Prospectus Summary, page 1

Recent Developments, page 3

1. Please disclose your net loss per share.

Network Services, page 38

2. Please refer to prior comments 1 and 21.  Considering that the
contract permitted Global Crossing to back bill you for up to 180
days of PIC charges, please tell us why you did not accrue the
back
billed charges up to 180 days.  Also tell us what is meant by
"costs
net of validly disputed charges."

3. Considering that Global Crossing is your largest customer (page
56), please disclose in your Management`s Discussion and Analysis
how
the termination of the agreement in 2006 would affect the results
of
your operations on a forward-looking basis.

Recent Accounting Pronouncements, page 51

4. Please refer to prior comment 2.  We do not believe that the
two
factors you considered support your conclusion that the conversion
features in the Series A and B preferred shares are substantive.
The
nominal fair value assigned to the common stock at the time the
preferred shares were issued implies that the preferred
shareholders
could not have anticipated the conversion of their preferred
holdings
to common stock prior to the stated redemption date.  Also, you
stated that it was not certain that a conversion upon the
effectiveness of a qualified initial public offering will occur at
the time the preferred shares were issued.  Please revise to
classify
these shares as liabilities under paragraph A9 of SFAS 150.

Note 8. Capital Stock, page F-24

5. Please disclose the initial conversion prices for the series A
and
series B preferred stock.

6. Please refer to prior comments 15-18.  Please provide us with
copies of the independent valuations performed by the third party
and
the underwriters.  If the underwriters did not perform a
valuation,
provide us with a copy of the detailed analysis of the factors
considered and/or methods used by the underwriters in determining
the
IPO price range.

7. Please tell us the effect of the Black-Scholes analysis on a
market approach analysis as addressed in the attached Schedule B.

Note 10. Condensed Consolidating Financial Statements, page F-28

8. Please disclose that the guarantees are joint and several.

9. Please present a separate column for Eschelon Operating
Company,
issuer of the notes.

10. Please delete the heading, "Assets," on pages F-32 to F-36.

Advanced TelCom, Inc. Financial Statements

11. Please tell us why you deleted the audited financial
statements
for the fiscal year ended December 31, 2003.

*   *   *   *   *

      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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