Room 4561
								November 16, 2005



Mr. Gregory Sterling
Chief Restructuring Officer
First Virtual Communications, Inc.
303 Twin Dolphin Drive,
Sixth Floor
Redwood City, CA 94065

Re:	First Virtual Communications, Inc.
	Item 4.01 Form 8-K
      Filed November 14, 2005
	File No.  000-23305

Dear Mr. Sterling:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 more
information so we may better understand your disclosure.  After
reviewing this information, we may 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 8-K filed November 14, 2005

1. We note that PricewaterhouseCoopers was dismissed on October
12,
2005 yet you filed your Form 8-K on November 14, 2005. Please note
that the filing was due on the fourth day following the date the
relationship with PricewaterhouseCoopers ceased.

2. Please revise to state whether the accountant`s report on the
financial statements for either of the past two years contained an
adverse opinion or a disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles;
and
a description of the nature of each such adverse opinion,
disclaimer
of opinion, modification or qualification.  This would include
disclosure of uncertainty regarding the ability to continue as a
going concern in the accountant`s report.  See Item 304(a)(1)(ii)
of
Regulation S-K.

3. Please revise to state whether during the registrant`s two most
recent fiscal years and any subsequent interim period through the
date of dismissal there were any disagreements with the former
accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which
disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its reports.  In
the
event of disagreement(s) and/or reportable event(s), provide the
specific disclosures required by Item 304(a)(1)(iv) and (v) of
Regulation S-K.

4. Please file a letter from your former accountant, indicating
whether or not they agree with your disclosures in the revised
Form
8-K.

       As appropriate, please respond to these comments within
five
business days or tell us when you will respond.  Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
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 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 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 our review of your filing or in
response to our comments on your filing.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Robert Benton, Review Accountant at (202) 551-3804 or me at
(202) 551-3489 if you have questions regarding these comments.

							Sincerely,



      Brad Skinner
							Accounting Branch Chief
??

??

??

??

Mr. Gregory Sterling
First Virtual Communications, Inc.
November 16, 2005
Page 3