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CORRESP
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DLA Piper Rudnick Gray Cary US LLP
 1200 Nineteenth Street, N.W.

Washington, D.C. 20036-2412
 T 202.861.3900
 F 202.223.2085
 W www.dlapiper.com

NANCY A. SPANGLER
 nancy.spangler@dlapiper.com
 T 703.773.4021    F 703.773.5021

July 19, 2005

VIA EDGAR AND HAND DELIVERY

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Judiciary Plaza

Washington, D.C. 20549-0305

Attn: Larry Spirgel, Assistant Director

Re:Eschelon
Telecom, Inc.

Amendment No. 2 to Form S-1

Filed July 7, 2005

File No. 333-124703

Dear
Mr. Spirgel:

        This
letter is submitted on behalf of Eschelon Telecom, Inc. ("Eschelon" or the  "Company") in response to the comments set forth in your
letter to Richard A. Smith, President and Chief Executive Officer, dated July 15,
2005, regarding Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-124703). With your permission, we are responding only to
Comments No. 2 and 11 through
19. We will file a letter responding to the remaining comments when we file Amendment No. 3 ("Amendment No. 3").

        Certain
responses set forth below reflect discussions between Eschelon representatives and its independent auditors and legal counsel and representatives of the underwriters and their
legal counsel. However, Eschelon has reviewed and approved all of the responses set forth below. For your convenience, we have set forth below each of your numbered comments, followed by the response
of Eschelon.

Serving clients globally

Amendment No. 2 to Form S-1

Management's Discussion and Analysis—Results of Operations, page 37

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.

Eschelon Response: The Company continues to believe that its treatment is consistent with the requirements of SFAS 150 given that both classes of
preferred stock are contingently redeemable and outside the scope of SFAS 150.

In arriving at this conclusion, the Company reviewed the provisions of paragraphs 9 and 10 of SFAS 150 to determine whether or not the
stated redemption date for the Series A and B preferred shares of June 2012 made these instruments mandatorily redeemable, and therefore within the scope of SFAS 150. The Company
concluded that because the redemption features were conditional in nature that the Series A and B preferred shares are outside the scope of SFAS 150 and would classified as mezzanine
equity in accordance with ASR 268.

In performing its analysis of SFAS 150, the Company also looked at the implementation guidance of Appendix A. In looking at
paragraph A9 and the contingently redeemable equity example in this paragraph, the Company reviewed the guidance in footnote 15 to determine if the conversion feature in the
Series A and B preferred shares are substantive. The Company concluded that the conversion feature is substantive because of the following: (1) the holders of the Series A and B
preferred shares are well-funded, well-established private equity funds who have been long-time participants in the Company's equity offerings. Their investment strategies would dictate that they
anticipate conversion of their preferred holdings to common stock prior to the stated redemption date since they are looking for future liquidity and (2) the terms of both the Series A
and B preferred shares require conversion upon the effectiveness of a qualified initial public offering, which although not certain of occurrence at the issuance date, is a likely way for the holders
to obtain liquidity (and in fact will converted if the anticipated offering is completed). Although footnote 15 uses an example of a conversion price being extremely high in relation to the
current share price, and therefore would be an indicator that the conversion is nonsubstantive, paragraph B54 further discusses the judgment involved in determining what is or is not a
nonsubstantive conversion feature. The Company believes that as discussed above, the conversion feature is substantive resulting in the Series A and B preferred stock appropriately being
treated as contingently redeemable.

In addition, the Company believes its presentation is consistent with the SEC staff's comments regarding the application of EITF D-98
after a company adopts SFAS 150. In the "Subsequent Developments" section of EITF D-98, the Company notes the following is included: At the March 17-18,
2004 meeting, the SEC Observer clarified the SEC staff's position relating to the interaction of Topic D-98 (Classification and Measurement of Redeemable Securities) and Statement 150 for
conditionally redeemable preferred shares. If a company issues preferred shares that are conditionally redeemable, for example, at the holder's option or upon the occurrence of an uncertain event not
solely within the company's control, the shares are not within the scope of Statement 150 because there is no unconditional obligation to redeem the shares by transferring assets at a specified or
determinable date or upon an event certain to occur. If the uncertain event occurs, the condition is resolved, or the event becomes certain to occur, then the shares become mandatorily redeemable
under Statement 150 and would require reclassification to a liability.

The Company repurchased a portion of its series A preferred stock from a stockholder on December 31, 2004, pursuant to the terms of a
negotiated, arms' length transaction. This event was not a "redemption" under the terms of the series A preferred stock, but was a repurchase by Eschelon from a stockholder seeking to exit the
Company.

Note 8. Capital Stock, page F-24

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;

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• The increase in revenues; and

 • The significant increase in positive cash flow from operating activities.

Eschelon Response: As discussed in a telephone conversation with the Staff, the Company understands that this comment was intended to relate to
common stock. In determining the value of the liquidation preference, the board considered the future liquidation date as one that would occur within the next twelve months. The board considered that
the Company's prospects were improving, i.e., operating losses were decreasing, revenues and positive cash flow were increasing. However, these
improvements were viewed together with the fact that the Company's operations were still subject to substantial risks given the state of the competitive local exchange carrier market in general.
During this period as well, the negative decision regarding the Triennial Review Order introduced significant regulatory uncertainty and additional risks. In balancing the Company's positive
operational aspects with the Company's substantial debt and the two-times liquidation preference plus five years of accrued dividends to be paid on the series A preferred stock, the
board determined that the fair value of the common stock had not increased from the time of the reorganization in June 2002.

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.

Eschelon Response: As discussed in a telephone conversation with the Staff, the Company understands that this comment was intended to relate to
common stock. In determining the value of the liquidation preference, the board continued to consider the future liquidation date as one that would occur within the next twelve months. The board
considered that the Company's prospects were improving, i.e., operating losses were decreasing, revenues and positive cash flow were increasing.
Interest expense actually increased during this time by more than five fold, from $1.8 million in 2003 to $11.5 million in 2004 as a result of the issuance of the 83/8%
senior secured notes. Given the improvements in the Company's operations, the board determined to double the fair value of the common stock from its previous fair value.

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.

Eschelon Response: The Company substantially increased its debt obligations during 2004 (in March and November). Because of the discount at which the
debt was issued, the Company received less proceeds than the face value of the notes. At the end of the period, the Company would be required to repay approximately $290 million comprising the
full face value of the debt and the liquidation preferences of the series A and series B preferred stock (which includes five years of accrued but unpaid dividends), prior to the holders
of the common stock receiving any proceeds.

In its valuation analysis, the independent appraiser used a range of revenue multiples and property and equipment multiples for the determination of
enterprise value which varied by 40-50% from low to high, reflecting the wide range of uncertain financial market data relating to the public guideline companies in the Company's industry
reviewed by the independent appraiser. This wide range of multiples correspondingly resulted in a wide valuation range of $0.00 to $0.40 per share. The board determined that the lower end of the range
of these multiples was more applicable to the Company's situation since it was smaller and more subject to risk than the larger, public companies in the industry.

The board also considered throughout this period what was happening to the overall CLEC market. In particular, the negative decision regarding the
Triennial Review Order continued to present significant regulatory risks, other telecommunications companies were seeking protection under the bankruptcy laws, including Allegience, Choice One, CTC,
Focal, Global Crossing and Worldcom. There was also speculation in the industry as to whether Qwest would seek bankruptcy protection. The FCC ordered reductions in access charges during this period
which negatively affected the industry. Additionally, the public companies in the industry had little or no research analyst coverage, which further decreased the liquidity and marketability of the
stock of those companies.

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Given the foregoing and the factors stated in response to prior Comment No. 15 together with the Company's overall business risk and the
historical volatility of the financial markets for and performance of the CLEC industry, the board determined that the fair value of the common stock was $0.10 per share.

In its subsequent analysis in connection with this offering, the board has reviewed its determination of fair value during the twelve month period prior
to the initial filing of the registration statement. While the board continues to believe that its fair market value determinations were appropriate at the time, it believes that a retrospective
valuation may be appropriate.

The Company has reviewed the valuation guidance set forth in the AICPA Practice Aid, Valuation of Privately-Held-Company Equity
Securities Issued as Compensation (the "Practice Aid") to aid it in its retrospective review. In accordance with the guidance set forth in paragraph 167 of the Practice Aid, the board has
determined to use the mid point of the valuations received from the third party appraisal firm as a basis for determining fair value. The board determined that using the August 14, 2003
valuation for the grants that it made in May and August 2004 continued to be appropriate given the circumstances described above. Further, the independent valuation received for
December 31, 2004 had a mid-point of $0.25 per share. The board determined that given the December 31, 2004 valuation, using the mid-point of the
August 2003 valuation of $0.20 per share for the May and August 2004 grants was appropriate. This valuation would result in an aggregate compensation expense during the vesting period of
the options granted of approximately $109,000 over the full four year vesting period. The Company has determined the amount allocable for 2004 (approximately $30,000) is immaterial and, in
accordingly, did not revise its financial statements for the year ended December 31, 2004.

With respect to the grant on January 3, 2005, the Company has retrospectively considered the independent appraisal as of December 31, 2004
of $0.20 to $0.30 per share. Again, using the mid-point of this valuation would give a fair value of $0.25 per share, resulting in an aggregate compensation expense during the vesting
period of the options granted of $22,000 over the full four year vesting period. The Company has determined that the amount that would be recognized during the first quarter of 2005 is immaterial and
will recognize that amount together with the second quarter portion in the period ended June 30, 2005.

The Company has attached hereto as Schedule A a spreadsheet reflecting the compensation expense analysis based on these retrospective valuations.
Please note that this spreadsheet reflects the compensation calculation in pre-split terms, while the disclosure in Amendment No. 3 will reflect the post-split share
numbers and values.

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.

Eschelon Response: The acquisition of ATI closed on December 31, 2004. When the board made the determination of fair value on January 3,
2005, it was not yet able to judge the full impact of the acquisition and based its determination of fair value on the factors known to it at that time, including the factors discussed in the
Company's response to prior Comment No. 15. Please see the response to Comment No. 13 with respect to the recognition of compensation expense relating to the January 3, 2005
option grants.

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.

Eschelon Response: For the April 1, 2005 grants, the board did not have the full first quarter 2005 results, but did know that the first quarter
had improved over the fourth quarter 2004 and would also include the results of the former ATI operations for the full quarter. The Company had been in discussions with the underwriters about a
potential IPO at that time. Accordingly, the board believed that the fair value of the common stock had increased and doubled the fair value from $0.10 to $0.20 per share (consistent as wel