August 17, 2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. Greg Smith
Chief Executive Officer and Chief Financial Officer
ERF Wireless, Inc.
2911 South Shore Blvd., Suite 100
League City, Texas 77573

Re:	ERF Wireless, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Forms 10-QSB for the periods ended March 31, 2005 and June
30,
2005
	Commission file #: 000-27467

Dear Mr. Smith:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  Also, please file an amended Form
10-
KSB in response to our request for expanded or revised disclosure.
If
you disagree, 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 any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended December 31, 2004

Equity Compensation Plan Information, page 7

1. We note from the disclosure on page 7, that the company has
880,000
warrants outstanding at March 31, 2005 that were issued in June
2003
and have an exercise price of $.20 per share. Please tell us and
disclose in the Company`s financial statements the nature and
significant terms of the transactions in which these warrants were
granted. As part of your response and your revised disclosure,
please
explain how the warrants were valued and accounted for in the
Company`s financial statements.

MD&A

- - Critical Accounting Policies and Estimates, page 10

2. In future filings, please expand all of your critical
accounting
policies to address the following areas:
* Types of assumptions underlying the most significant and
subjective
estimates;
* Sensitivity of those estimates to deviations of actual results
from
management`s assumptions; and
* Circumstances that have resulted in revised assumptions in the
past.
Refer to Financial Reporting Policy 60 and Proposed Rule 33-8098
for
guidance.  In addition, consider including a discussion of
impairment
of long-lived assets within your critical accounting policies and
estimates section.

Financial Statements

Statements of Shareholders` Equity

3. We note that in 2004 you issued stock for services and
compensation.  Please tell us the number of shares issued in these
transactions and why these transactions only affect paid in
capital
and why you have not attributed any value to the common stock.
Additionally, please tell us how you determined the value of the
stock
issued for the services and compensation.

Consolidated Statements of Cash flows, page 19

4. Please revise your consolidated statements of cash flows to
provide
gross disclosure of proceeds from notes payable and repayments of
notes payable in your consolidated statements of cash flows. Refer
to
the requirements of paragraph 11 of SFAS No.95.

5. Please revise your consolidated statements of cash flows to
include
only the cash received as proceeds for your Series A convertible
preferred stock. Note that any non-cash portion of the proceeds
should
be included in your supplemental disclosures of non-cash investing
and
financing activities. Refer to the requirements of paragraph 32 of
SFAS No.95.


Notes to the Financial Statements

- - General

6. We note that in Item 12. Certain Relationships and Related
Transactions, you disclose a related party transaction involving
Dean
Cubley.  Please include this disclosure in a note to the financial
statements.  See paragraph 2 of SFAS 57.

7. We note from your disclosure in Note 1 that your business
consists
of three operating divisions: Wireless Broadband; Paging Hardware;
and
Contact Wireless.  Additionally, we note that on your website, you
identify four divisions: Enterprise Network Services; Wireless
Messaging Services; Bundled Wireless Services; and Network
Operations.
Please explain how the four divisions discussed on your website,
correspond to the three division identified in your Form 10-KSB.
Please tell us if any of these operating divisions are considered
reportable segments as that term is used in paragraph 16 of SFAS
131
and if so, explain how you have complied with the disclosure
requirements of SFAS 131.  At a minimum, future filings should
include
the disclosures required in paragraphs 37-39 of SFAS 131, as those
apply to all businesses, even those who do not have more than one
reportable segment.

8. We note your disclosure in Note 8 that Mr. Smith is entitled to
receive up to 1,000,000 stock options under the Company`s 2004
Non-
Qualified Stock Option Plan.  Please explain to us, and disclose
in
the notes to your financial statements, the general terms of
awards,
such as vesting requirements, maximum term of options granted, and
number of shares authorized for grants of options or other equity
instruments under this Stock Option Plan.  Additionally, detail
for us
any stock options granted under this Plan and the method used
(either
the intrinsic value method or the fair value based method) to
account
for stock-based employee compensation in each period presented.
Also,
for any stock options that have been granted, include all
disclosures
required by paragraphs 46-48 of SFAS 123 and paragraph 2 of SFAS
148.

Note 1 - Basis of Presentation
- - Nature of the Company, page 20

9. Please tell us and revise the notes to the financial statements
to
explain why the transaction in which the Company acquired 100% of
the
outstanding capital stock of Eagle R. F. International Inc. was
accounted for as a reverse acquisition.


- - Revenue Recognition, page 21

10. Please revise the notes to the Company`s financial statements
to
include the disclosures required by paragraph 14b of FIN No. 45
with
respect to the Company`s warranty accruals or explain why you do
not
believe these disclosures are required.

- - Basic Loss per share, page 22

11. Revise to disclose the number of shares issuable upon exercise
or
conversion of stock options, warrants and Series A convertible
preferred shares that could potentially dilute basic earnings per
share in the future but that were not included in the computation
of
diluted earnings per share for the periods presented because their
impact was antidilutive. Refer to the requirements of paragraph
40c of
SFAS No.128.

12. We note the disclosure indicating that the weighted average
shares
outstanding utilized in the computation of loss per share are
being
adjusted to give effect as if the September 2004 combination  had
occurred as of the beginning of the year, similar to a stock
split.
Please explain in further detail how you calculated the weighted
average shares outstanding used to determine your earnings per
share
computations for 2004 and provide us with your computations. Also,
please explain why you believe the treatment used was appropriate.
We
may have further comment upon receipt of your response.

Note 2. Change in Control

13. We note the disclosure indicating that a Texas joint venture,
STJV, purchased 10,783,492 shares of common stock of Fleetclean
Systems, Inc., the Company`s predecessor, from Kenneth A Phillips,
Kathryn M. Phillips, Jarrod Phillips and Jay G. Phillips under a
stock
purchase agreement dated May 15, 2004. We also note that as a
result
of this purchase, and other restructuring transactions, a change
in
control of the Company occurred. As the shares acquired under the
stock purchase transaction appear to represent only 42% of the
Company`s outstanding shares at the time of the transaction,
please
revise the notes to the financial statements to clearly explain
how
this and any related transactions resulted in a change in control
of
the registrant. If an interest of more than 50% in the Company`s
common shares did not occur, please explain in detail why you
believe
that a change in control occurred.





Note 3.  Reverse Acquisition and Debt Conversion, page 23

14. We note from the disclosures provided in Note 3 that you
converted
debt and issued convertible preferred stock during 2004 that
provided
for beneficial conversion features at the time the stock was
issued.
Please explain in further detail how you calculated or determined
the
value assigned to the beneficial conversion feature associated
with
the issuances of the convertible preferred stock in 2004 and
during
the six months ended June 30, 2005. As part of your response,
please
tell us the dates and trading prices used to calculate the
beneficial
conversion features for each issuance of preferred stock that
resulted
in recognition of a beneficial conversion feature and tell us how
the
dates and related trading prices used complied with the guidance
outlined in EITF 98-5 and 00-27, as applicable. Additionally,
please
tell us and disclose in the notes to your financial statements the
original terms and amount of the debt that was converted during
2004
and if those terms were changed, how the accounting treatment for
the
debt conversion complied with the requirements in SFAS 84 or other
relevant accounting literature.  Include in your response the
amount
of consideration that was debt and the amount that was cash.  We
may
have further comment upon review of your response.

Note 5. Capital Stock

15. Please tell us and disclose in the financial statements the
nature
and significant terms of the transaction in which the 1,000,000
shares
of Series A preferred stock that have been reflected as
outstanding
at both December 31, 2002 and 2003 were issued.

16. Please explain in detail how the Company calculated or
determined
the number of additional shares that could be required to be
issued
under the Debt Conversion and Funding Agreement of 28,014,521
common
shares. Based on the number of issued and outstanding Series A
shares
of 2,331,240.44 and the conversion ratio of 18.676347 shares of
common
stock for each Series A Preferred share, it appears the number of
shares should be 38,876,573 common shares. Please advise or revise
as
appropriate.

Note 8. Commitments

17. Please tell us and explain in the notes to your financial
statements how the Company accounts for rent expense under leases
that
provide for escalating rentals over the related lease term. If a
method other than the straight-line method is used to recognize
this
expense, please explain why the Company`s believes this method is
appropriate. Refer to the guidance outlined in paragraph 15 of
SFAS
No.13 and FTB 85-3.

18. Please tell us and explain in the notes to the financial
statements how the Company has accounted for or plans to account
for
the shares of Series A Convertible Preferred stock issuable to
Greg
Smith under his employment agreement. As part of your response,
please
explain how you will calculate or determine any expense that will
be
recognized.

Form 10-QSB for the quarter ended June 30, 2005

Financial Statements

Statement of Shareholders` Equity

19. We note that in the first six months of 2005 you issued 75,000
shares for services compensation and liabilities and recorded the
value as $314,000.  Please tell us and explain in the notes to the
financial statements how you determined or calculated the fair
value
of the issued shares and related expense recognized.

Notes to the Financial Statements

Note 4.  Debt Conversion

20. We note your disclosure that at June 30, 2005 you were
obligated
to issue 1,251,842 shares of your Series A preferred stock for the
conversion of $625,921 in debt owed to the Investors.  Please tell
us
and disclose the amount of cash received and the amount of debt
converted.  Also, tell us when this debt was incurred and the
initial
terms of the debt, including the conversion terms.  Additionally,
if
the terms of the original debt were changed, explain how the
accounting treatment used for the debt conversion complied with
the
requirements in SFAS 84 or other relevant accounting literature.

Note 10. Subsequent Events

21. Please tell us and explain in the notes to your financial
statements the nature of the assets acquired from Skyvue USA
during
August of 2005. As part of your response, please explain in detail
why
you believe this transaction represents the purchase of assets
rather
than the acquisition of a business for which audited financial
statements, pro forma financial information and the disclosures
outlined in SFAS No.141 would be required. Refer to the guidance
outlined in EITF 98-3. We may have further comment upon receipt of
your response.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  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 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 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 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.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. Greg Smith
ERF Wireless, Inc.
August 17, 2005
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