September 12, 2005

Matt S. Nydell
Senior Vice President, General Counsel
  and Secretary
Via Net.Works, Inc.
H. Walaardt Sacrestraat 401-403
1117 BM Schiphol
Amsterdam, The Netherlands

	RE:	Via Net.Works, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed September 6, 2005
		File No. 0-29391-15

Dear Mr. Nydell:

	This is to advise you that we have conducted a limited review
of
the above filing and have the following comments.  Where
indicated,
we think you should revise your filing in response to these
comments.
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Your disclosure indicates that in connection with your
agreement
to sell all of your operations to Interoute Communications you
also
sold to Interoute $2.8 million of your preferred and common stock,
resulting in Interoute, through a subsidiary, controlling
approximately 46.5% of your outstanding voting stock.  Your
disclosure also indicates that Interoute will be voting in favor
of
the proposals relating to the sale of your operations and the plan
of
dissolution.  In your response letter, please tell us what
consideration you gave to the application of Exchange Act Rule
13e-3.
In your response, discuss the fact that Interoute appears to have
become your affiliate prior to the date you filed this proxy
statement seeking shareholder approval of the asset sale and
subsequent plan of dissolution.  Also address that fact that the
sale
of your operations to Interoute appears to have a reasonable
likelihood or purpose of producing, either directly or indirectly,
one or more of the effects described in Exchange Act Rule 13e-
3(a)(3)(ii).
2. Item 14(c)(1) of Schedule 14A requires that you provide the
information required by Part B of Form S-4, including without
limitation, Item 303 of Regulation S-K.  Your disclosure indicates
on
pages 21, 22 and 81 that you are attempting to incorporate by
reference the information contained in your Form 10-K for the year
ended December 31, 2004.  However, as previously noted in our
comment
letter to you dated May 23, 2004, it does not appear that you are
eligible to rely on Item 14(e) of Schedule 14A in order to
incorporate such information by reference because your Form 10-K
for
the fiscal year ended 2004, filed on April 26, 2004, was not
submitted in a timely manner.  Please advise and revise your proxy
statement to provide all the disclosure required.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
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 filing 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 filing;

* 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 connection with our review of
your
filings or in response to our comments on your filing.

      Please contact Perry Hindin, Staff Attorney, at (202) 551-
3444
with any questions. If you require further assistance, you may
contact me at (202) 551-3462 or Barbara C. Jacobs, Assistant
Director
at (202) 551-3730.


	Sincerely,


						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services


cc:	via facsimile
Steven Kaufman, Esq.
Hogan & Hartson
(F) 202.637.5910





Matt S. Nydell
Via Net.Works, Inc.
September 12, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE