SecProbe.io

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Mail Stop 3561

      July 12, 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.
		Registration Statement on Form S-1
		Filed May 16, 2005, as amended June 30, 2005
		File No. 333-124971

Dear Mr. Geiger:

      We have reviewed your filing and your June 30, 2005 response
letter and have the following comments.  Where indicated, we think
you should revise your Form S-1 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
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      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.

Amendment No. 1 to the Form S-1
Prospectus Summary, page 1

1. Please briefly define "customer churn rate" and explain the
significance of that statistic to potential investors in your
company.  Also balance this disclosure with a brief discussion of
the
risk, disclosed on page 13 of your amended Form S-1, that your
churn
rate may increase because the initial term for most of your
customer
contracts has not yet expired.

2. You state on page 3 that you will have a given amount of cash
and
no debt after giving effect to your initial public offering, and
you
disclose on page 1 that you reported $35.2 million in revenue in
the
first three months of 2005, an increase of 43.6% from the first
three
months of 2004.  Please balance those statements with a brief
discussion of your history of net operating losses and accumulated
deficit.

Summary consolidated financial data, page 5
3. Refer to prior comment 10 regarding the use of your non-GAAP
measure, consolidated adjusted EBITDA.  Since you are presenting
your
non-GAAP measure for the first time in this section, you must
provide
all the disclosure required by Item 10(e) of Regulation S-K in
this
section, including why management believes that presentation of
consolidated adjusted EBITDA provides useful information to
investors
and the limitations on the usefulness of this measure.
Capitalization, page 20
4. Please refer to prior comment 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.

Non-GAAP financial measures, page 24
5. We note that you define adjusted EBITDA starting from operating
income (loss).  Please define adjusted EBITDA starting from net
income (loss).  See questions and answers 14 and 15 in our
Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures
(June 13, 2003).
6. Please focus your discussion on your non-GAAP financial
measure,
consolidated adjusted EBITDA, rather than on your measure of
segment
operating profit or loss, which is not a non-GAAP financial
measure.
See questions and answers 18 and 21 in our Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures.  In addition,
please continue to clarify why management believes that
consolidated
adjusted EBITDA is a useful measure of operating performance.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Stock-based compensation, page 50
7. It appears that you did not use a contemporaneous valuation for
all issuances of stock options during 2004 since you relied on
valuation reports prepared after the end of the fiscal year.  As
requested in prior comment 45, disclose the reason management
chose
not to obtain a contemporaneous valuation.
Describe the methodologies used in the independent appraisal and
the
significant assumptions and factors considered in determining fair
value.  Also expand the disclosure in critical accounting polices
at
page 53 to address the specific uncertainties associated with the
methods, assumptions, or levels of judgment utilized in estimating
the fair value of your common stock.

Management, page 85

Executive compensation, page 92

8. It appears from the beneficial ownership table that you may
have
issued options to your named executive officers since fiscal year
end.  To the extent that you have granted a material amount of
options to your named executive officers since fiscal year end,
please disclose the amount of options and their exercise prices.

2004 Option values, page 93

9. Please describe the valuation methodologies used to arrive at
the
fiscal-year-end values of the exercisable and unexercisable
options.
Since there is currently no trading market for your common stock,
consider using the public offering price as the fair market value.
See Section IV.C of SEC Release 33-7009 (August 6, 1993).

Underwriting, page 114

10. We note your statement on page 116 that you plan to reserve
shares for directors, officer, employees, business associates, and
other parties related to Cbeyond.  Please describe in your
response
letter the mechanics of how and when these shares were or will be
offered and sold to investors in the directed share program for
this
offering.  For example, tell us how the prospective recipients and
number of reserved shares are determined.  Tell us how and when
the
issuer and underwriter notified or will notify the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities, including how and when any communications are
sent or received or funds are received by the underwriters or you.
How do the procedures for the directed share program differ from
the
procedures for the general offering to the public?  Provide us
with
copies of all written communications with prospective purchasers
about the directed share program.

Note 5 Capitalization

Common Stock, page F-16
11. Please refer to prior comment 42.  Upon the determination of
your
stock split prior to the completion of the offering, show the
retroactive effect of this split in the balance sheet and related
disclosures.  See SAB Topic 4:C.

Note 9 Stock Incentive Plans, page F-22
12. We note that you refer to an independent appraisal.  While you
are not required to make reference to this independent valuation,
when you do you should also disclose the name of the expert and
include the consent of the expert.  Your disclosure should also
describe the method and significant assumptions used in the
valuation.
Also, we have considered your response to prior comment 43.  We
may
have additional comments about your accounting for stock
compensation
when you include the estimated offering price in the document.

Exhibit 5.1
13. We note that counsel opines that the shares are validly
issued,
fully paid and non-assessable.  Since the shares to be offered by
the
company will not be sold until after effectiveness of the
registration statement, please have counsel revise its opinion to
indicate whether the shares offered by the company will, when
sold,
be legally issued, fully paid and non-assessable.  In addition,
please ensure that counsel opines on the shares that the selling
shareholders may sell in the over-allotment option.
14. We note that counsel is opining as to General Corporation Law
of
the State of Delaware.  Please have counsel confirm to us in your
response letter that it concurs with our understanding that the
reference and limitation to "Delaware General Corporate Law"
includes
the statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting
these laws

*	*	*	*

      Please amend your Form S-1 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Please file a cover letter on EDGAR with
your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      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
for
an informed decision.  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 that
they have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact David Walz, Staff Accountant, at (202) 551-
3358
or Terry French, Accountant Branch Chief, at (202) 551-3828 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Derek Swanson, Staff Attorney, at
(202) 551-3366, Kathleen Krebs, Special Counsel, at (202) 551-
3810,
or me at (202) 551-3810 with any other questions.

								Sincerely,

      Larry Spirgel
								Assistant Director

cc:	Joel Trotter, Esq.
	Latham & Watkins LLP
	Via Facsimile: (202) 637-2202
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James F. Geiger
Cbeyond Communications, Inc.
July 12, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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