SecProbe.io

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Mail Stop 4-7

      June 15, 2005

Via U.S. Mail and Fax
James F. Geiger
Chairman, President and CEO
Cbeyond Communications, Inc.
320 Interstate North Parkway, Suite 300
Atlanta, Georgia 30339

	Re:	Cbeyond Communications, Inc.
		Form S-1
		Filed May 16, 2005
		File No. 333-124971

Dear Mr. Geiger:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree with any of our comments, 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.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

General
1. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us on a supplemental
basis.  See Item VIII of the March 31, 2001 quarterly update to
the
Division of Corporation Finance`s "Current Issues and Rulemaking
Projects Outline."
2. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by Dun & Bradstreet, International Data Corporation,
Gartner
Research, and Forrester Research.  Please provide us with marked
copies of any materials that support these and other third party
statements, clearly cross-referencing a statement with the
underlying
factual support.  Confirm for us that these documents are publicly
available.  To the extent that any of these reports have been
prepared specifically for this filing, file a consent from the
party.
Also, please provide factual support for your assertion that you
are
a "leading" provider of managed Internet Protocol-based
communications services to the target market of small businesses
in
selected metropolitan markets.
3. We encourage you to file all exhibits with the next amendment
to
your Form S-1 or otherwise furnish drafts of the legality opinion
and
the underwriting agreement.  We may have additional comments upon
review of those documents.  Please also file the proper consent
upon
the filing of the legality opinion.
4. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range, the principal
amount
of securities to be offered, and the number of shares beneficially
owned by the principal and selling stockholders prior to the
offering.  Please note that we may have additional comments once
you
have provided this disclosure.  Therefore, please allow us
sufficient
time to review your complete disclosure prior to any distribution
of
preliminary prospectuses.

Prospectus Cover Page
5. Please remove your reference to "Joint Book-Running Managers."
This information is not key to an investment decision and is more
appropriate for disclosure in the plan of distribution.
6. Please confirm that all of the underwriters listed on the cover
page are lead or managing underwriters of the offering.

Prospectus Summary, page 1
7. Your document is difficult to understand due to your reliance
on
defined terms, acronyms and industry jargon.  Please generally
revise
your registration statement to eliminate technical and business
jargon from the forepart of the prospectus and to reduce the
amount
of jargon throughout the rest of the prospectus.  Once you do so,
you
will not need to rely on a glossary to clarify the meaning of
terminology used throughout the prospectus.

In addition, please avoid using industry abbreviations such as
ILEC,
CLEC, EEL, UNE-L, and UNE-P, and replace these abbreviations with
easily understood terms, such as referring to local telephone
companies instead of ILECs.  Please also avoid using abbreviations
that are for the benefit of the drafter, such as using QoS as an
abbreviation of "quality of service."
8. Please delete the third and fourth sentences of the
introductory
paragraph on page 1.  Once you make your disclosure clear from the
context, you will not need to define terms such as "Lincoln,"
"we,"
"our" "Us," and "the Company."
9. Please revise to decrease the length of your summary.  Your
summary should provide a clear, concise, balanced and accurate
description of the most material aspects of you and your offering.
Much of the disclosure you currently include is too detailed for
the
summary and is more appropriate for discussion in the Business
section.  For example, consider eliminating or substantially
reducing
the extensive discussion of your business strengths and strategy,
which is more appropriate for your business section.  Also
consider
reducing the description of the company to one or two paragraphs
summarizing your business operations.  These are just examples.
We
may have further comments once you have revised and reduced your
summary.
10. We note your reference to the non-GAAP financial measure
"adjusted EBITDA" in the prospectus summary.  Because you refer to
adjusted EBITDA for the first time in the prospectus summary, you
should provide all the disclosure required by Item 10(e) of
Regulation S-K where it is first presented.  However, since the
level
of detail necessary to explain how you calculate and use adjusted
EBITDA would be too long for the summary, please locate your first
reference to adjusted EBITDA in an appropriate place, such as
selected financial data or management`s discussion and analysis,
where all the required disclosure will not overwhelm the
presentation
of information.

Risk Factors, page 10
11. Please avoid the generic conclusion in the captions and
discussions that if a risk occurs, your business and results of
operations could be adversely affected or harmed.  Instead,
replace
this language with specific disclosure of the possible impact upon
your operating results, business, liquidity, cash flow, financial
condition, share price, etc.
12. Please revise each risk factor caption so that it reflects the
risk that you discuss in the text.  Currently, many of your risk
factor captions are unduly vague, such as "Our ability to generate
the cash we need depends on many factors beyond our control..." on
page 16 and, and do not discuss adequately the risk that follows.
Other risk factor captions merely state a fact about you, such as
"Our success depends on key management and personnel..." on page
17
and "We may not be able to manage our future growth
effectively..."
on page 11, or allude to a future event, such as "Governmental
authorities regulate us, and regulatory changes could materially
harm
our operations" on page 12.  These are only examples.  Revise
throughout to identify briefly in your captions the risks that
result
from the facts or uncertainties.  Potential investors should be
able
to read the risk factor captions and come away with an
understanding
of what the risk is and the result of the risk as it specifically
applies to you.  As a general rule, your revised captions should
work
only in this document.  If they are readily transferable to other
companies` documents, they are probably too generic.  Please
revise
accordingly.
13. Several of your risk factors discuss risks that appear to be
common to many companies.  Please endeavor to further tailor the
risk
factors to your specific circumstances.  For example, see "If we
do
not adapt to rapid changes in the communications industry...," on
page 14.  All companies in the telecommunications industry face
rapid
technological changes that could make their technology obsolete or
cause them to lose market share.  Please explain how this risk is
a
particular risk to you.  As another example, you state on page 19
that you do not currently intend to pay dividend on your common
stock.  Provide more disclosure as to why you consider this a risk
or
delete the risk factor.  As another example, many companies are
reliant on key management and personnel, and could be harmed by
the
loss of key members of management.  Please clearly discuss the
reasons why your success depends on key management and personnel
and
why it may be difficult for you to hire and retain technically
skilled workers.  For example, are there many people who are
knowledgeable about providing communications services using
Internet
Protocol?  Is it difficult to find qualified personnel to work in
your geographic regions?

We may not be able to manage our future growth effectively...,
page
11
14. Your list of 16 bullet points overwhelms the risk you are
trying
to convey.  As the bullet points provide numerous details about
factors that will impact your ability to manage and expand
operations, consider discussing these factors in Management`s
Discussion and Analysis.  In addition, consider whether you should
discuss the material factors in separate risk factors.

We have had material weaknesses in internal control over financial
reporting..., page 13
15. Rather than listing your material weaknesses in detail,
summarize
your material weaknesses and their impact on your financial
statements in terms that an investor without financial or
accounting
experience would understand.  This will help provide a brief
context
to the risk of future material weaknesses.
16. Please remove mitigating language from this risk factor.

Cautionary notice regarding forward-looking statements, page 20
17. Since the Private Securities Litigation Reform Act of 1995
does
not apply to statements made by your company in connection with
its
initial public offering, please delete the related reference on
page
20 of your registration statement.

Use of Proceeds, page 21
18. To the extent possible, please revise to more specifically
identify and quantify the amount of proceeds to be used for
particular purposes, including the order of priority of those
purposes.  For example, how much of your proceeds will be used to
expand your operations into the projected six additional markets
by
2008?

Capitalization, page 22
19. Revise the notes to the capitalization table to quantify the
impact of each transaction, so that the impact on each line
presented
in the table is apparent.

Dilution, page 23
20. Please quantify the further dilution to new investors that
will
occur assuming the exercise of all of your outstanding stock
options,
warrants, and the underwriters over-allotment option.

Selected Financial Data, page 25
21. Include convertible series C and series B preferred stock as a
separate line item in the Balance Sheet Data section since the
redemption is outside your control.  Refer to Item 301 of
Regulation
S-K.

Non-GAAP financial measures, page 26
22. In your presentation of "Adjusted EBITDA" as a measure of
operating performance, it is generally not appropriate to exclude
"stock compensation expense" or "loss on disposal of property and
equipment" from your calculation, as these charges are recurring
in
nature.  Refer to Item 10 of Regulation S-K and Question 8 of our
Frequently Asked Questions document on Non-GAAP measures which is
available on our website at:
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.  If you
present a non-GAAP measure that excludes these recurring charges,
you
must provide detailed disclosures why management believes a
performance measure that excludes these recurring charges is
useful.
Please revise your disclosure to address the following:
* Disclose in this section how management uses this non-GAAP
measure
to conduct or evaluate the business, instead of referring to the
discussion included in MD&A.
* Your discussion should disclose the economic substance behind
management`s decision to use such a measure.
* Disclose in more detail why you believe Adjusted EBITDA is a
useful
indicator of operating performance.  Specifically, since capital
items are necessary to enable you to generate revenues, it is
unclear
how a financial measure that omits depreciation is a relevant and
useful measure of operating performance.  Additionally, it is
unclear
how Adjusted EBITDA is a useful measure of operating performance
when
it also omits recurring items such as "loss on disposal of
property
and equipment" and "other income (expense), net."

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 27
23. Please consider expanding your discussion of known trends or
uncertainties that could materially affect your costs in the
future,
such as increased costs for rights of access to T-1 lines.  As
another example, address the estimated increase to your general
and
administrative expenses associated with the costs related to being
a
public company and how you intend to pay for the expenses, if
material.  See the Commission`s Interpretive Release No. 33-8350,
"Commission Guidance Regarding Management`s Discussion and
Analysis
of Financial Condition and Results of Operations," located on our
website at http://www.sec.gov/rules/interp/33-8350.htm, which
provides guidance on the requirement of issuers to identify and
disclose known trends, events, demands, commitments and
uncertainties
that are reasonably likely to have a material effect on financial
condition or operating performance.

Results of Operations, page 35

24. Please discuss not only material changes in your line items,
but
also analyze whether or not management believes these changes are
known trends or uncertainties that are reasonably likely to
materially impact the company`s business going forward.  For
example,
please discuss the reasons for the increase in circuit access fees
in
2004, including disclosure of this increase in terms of your
percentage of revenues.  Please also disclose what aspects of the
other principal components of your cost of service led to the
increase in 2004, as well as the extent to which your increase in
revenues in 2004 was attributable to increased customers rather
than
because of higher prices for your bundled services.  We note that
you
state on pages 28-29 that your average revenue per subscriber
increased from 2002 to 2003, but remained relatively flat in 2004.
Do you expect this trend to continue?  As another example, please
clarify the extent to which each of your geographic segments
contributed to changes in your revenues and cost of service,
including the impact of introducing services in new geographic
regions.  Finally, when revising, please consider providing the
disclosure of material changes in your line items in a tabular
format.  See Section III.A. of the Commission`s Interpretive
Release
no. 33-8350 for further guidance.

Liquidity and capital resources, page 42
25. We note your statement in the second to last paragraph on page
44
that cash on hand plus cash generated from operations and the
proceeds from the offering will be sufficient to fund capital
expenditures and operating expenses through the next phase of your
market expansion.  Please provide a more detailed discussion of
your
ability to meet both your short-term and long-term liquidity
needs,
providing quantified disclosure where possible.  We consider
"long-
term" to be the period in excess of the next twelve months.  See
Section