SecProbe.io

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Mail Stop 0407

      							March 14, 2005

Via U.S. Mail and Fax (1-727-324-2475)
Mr. James Kent
Chief Executive Officer
Skyway Communications Holding Corp.
6021 142nd Ave North
Clearwater, FL 33760

RE:	Skyway Communications Holding Corp.
	Form 8-K filed March 8, 2005
            File No. 000-32033

Dear Mr. Kent:

       We have the following comments with regard to the above
referenced filing.  We welcome any questions you may have about
our
comments.  Feel free to contact us at the telephone numbers listed
at
the end of this letter.

1. We note that SWS did advise the registrant that information has
come to the attention of SWS, which made them unwilling to rely on
management`s representations, or unwilling to be associated with
the
financial statements prepared by management.  In this connection,
it
appears that you are required to file an Item 4.02 Form 8-K.
Refer
to Item 4.02(b) of Form 8-K.  If you do not believe you are
required
to file an item 4.02 Form 8-K, please explain to us
supplementally.

2. In detail, supplementally describe the nature of each
reportable
event and the amounts involved, if any.  Also, tell us in what
period
the reportable event occurred and whether or not you intend to
restate any prior period for any adjustment resulting from the
reportable event; and if not, why not. Tell us in detail the steps
you have taken (and plan to take) and procedures you implemented
(and
plan to implement) to correct each reportable event.

3. Provide us with any letter or written communication to and from
the former accountants regarding the reportable events to
management
or the audit committee.

4. When you engage a new accountant, please report the engagement
in
a new Form 8-K and comply with the requirements of Regulation S-K
Item 304 (a)(2).  In making any disclosures about consultations
with
your new accountants, please ensure you disclose any consultations
up
through the date of engagement.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please provide the supplemental information requested above
within 10 business days from the date of this letter.  The
supplemental information should be filed as correspondence on
EDGAR.
Any questions regarding the above should be directed to me at
(202)
824-5288, or in my absence, to Robert Benton at (202) 942-1811.

							Sincerely,

							Inessa Berenbaum
						            Staff Accountant

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Mr. James Kent
Skyway Communications Holding Corp.
March 14, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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