Mail Stop 3561 							October 12, 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 Forms 10-Q for Fiscal Quarters Ended March 31, 2005 and June 30, 2005 		File No. 0-23253 Dear Mr. Fish: We have reviewed your supplemental response letter dated August 24, 2005 as well as your filing and have the following comments. As noted in our comment letter dated July 15, 2005, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Form 10-Q for Fiscal Quarter Ended June 30, 2005 Note 7 - Subsequent Event 1. We note the issuance of your Series C warrants in March 2005, and the Series D warrants in July 2005. Tell us in detail how you considered SFAS 133 and EITF 00-19 in accounting for the warrants when issued. Also, please address this guidance in your accounting for the Series C preferred stock to be issued upon exercise of the warrants. Other 2. 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. * * * * Please respond to these comments within 10 business days or tell us when you will provide us with a response. 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 if you have any other questions. 								Sincerely, 								Larry Spirgel 								Assistant Director ?? ?? ?? ?? Mr. Richard E. Fish, Jr. ITC^DeltaCom, Inc. October 12, 2005 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE