Mail Stop 3561

      							July 15, 2005
Via U.S. Mail and Fax (256-382-3935)
Mr. Richard E. Fish, Jr.
Chief Financial Officer
ITC^DeltaCom, Inc.
1791 O.G. Skinner Drive
West Point, GA 31833

	Re:	ITC^DeltaCom, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 31, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 0-23253

Dear Mr. Fish:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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.

	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 10-K for Fiscal Year Ended December 31, 2004

Consolidated Statements of Operations, page F-4

1. Your presentation of "Cost of Services (exclusive of items
shown
separately below)" results in reporting gross margin before
depreciation and amortization.  SAB Topic 11: B specifically
states,
"To avoid placing undue emphasis on cash flow, depreciation,
depletion and amortization should not be positioned in the income
statement in a manner which results in reporting a figure for
income
before depreciation".  Revise your financial statements to include
depreciation and amortization as a component of gross margin.

Note 7 - Long-term Obligations and Capital Lease Obligations, page
F-
19

2. Addressing the relevant accounting literature, tell us in
detail
why you believe that the classification of your debt as long-term
debt, at December 31, 2004, is appropriate.

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Consolidated Statements of Cash Flows, page 6

3. Describe for us the nature of your gain on settlement of long-
term
lease, as indicated in your Statement of Cash Flows.  Also, tell
us
where you have classified the gain in your Consolidated Statement
of
Operations.



*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 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 do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Dave Walz, Staff Accountant, at (202) 551-
3358
or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,



								Larry Spirgel
								Assistant Director

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Mr. Richard E. Fish, Jr.
ITC^DeltaCom, Inc.
July 15, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE