December 14, 2005

By Facsimile and U.S. Mail

Patrick J. Simpson, Esq.
Sonny Allison, Esq.
Perkins Coie LLP
1899 Wynkoop Street, Suite 700
Denver, Colorado 80202

	Re:	Hyperspace Communications, Inc.
		Schedule TO-I
		Filed December 2, 2005

Dear Messrs. Simpson and Allison:

	We have the following comments on the above-referenced
filing:

Schedule TO
1. Revise the offer so that it will be open for a full twenty
business days.  Note that the definition of "business day" in Rule
13e-4(a)(3) is based on Eastern time and excludes federal
holidays,
such as December 26.  At present, it appears that the offer is
scheduled to expire at 5:00 p.m. Mountain time on the twentieth
business day.  The offer should remain open until at least
midnight
on the twentieth business day following commencement.  See Q&A
no.8
in Release No.34-16623 (March 5, 1980).
2. We note that you incorporate by reference the financial
information required by Item 1010(a) of Regulation M-A.  It does
not
appear that you have incorporated all the information required by
1010(a), such as the ratio of earnings to fixed charges and the
book
value per share.  Furthermore, Item 1010(c) of Regulation M-A
requires that at least a summary of that information be
disseminated
to security holders.  See Instruction 6 to Item 10 of Schedule TO
and
Regulation M-A telephone interpretation H.7 available at
www.sec.gov
in the July 2001 Supplement to the Division of Corporation
Finance`s
Manual of Publicly Available Telephone Interpretations.  It
appears
that you have not provided the required financial information.
Please revise to include at least the summary financial
information
required by Item 1010(c), and advise us how you intend to
disseminate
the information.


Offer to Purchase
3. In the opening section entitled "Important," you state that
holders "should consult [their] own investment and tax advisor in
determining whether to participate in the offer to exchange."
Please
eliminate this disclaimer.  You are required to describe the
material
federal tax consequences of the exchange and unit holders are
entitled to rely on the disclosure in this document.  Also
eliminate
the disclaimer in the last sentence of Q&A 12 and similar language
throughout the document.
4. In Q&A 5 you state that, except for the major changes outlined
in
this section, replacement options will have "other terms and
conditions that are substantially the same as those of the
cancelled
restricted stock units."  Tell us, with a view toward disclosure,
why
you have characterized the new units as otherwise "substantially"
the
same.
5. You must announce any extensions no later than 9 a.m. Eastern
time
on the next business day following expiration of the offer.
Please
clarify Q&A No. 9.  See Rule 14e-1(d).

Source and Amount of Consideration; Terms of New Restricted Stock
Units
6. You refer unit holders to the 2004 Equity Plan for a
description
of the existing restricted stock units and to the form of the new
units for their terms.  Revise the offer to summarize the material
terms of the new restricted stock units as compared to the
existing
restricted stock units.  Consider doing so in tabular form.
Advise
us how you intend to disseminate this information.  Finally,
delete
the disclaimer in the "Important Note" in this section, as
security
holders are entitled to rely on your disclosure of the material
terms
of these units and the comparison.  Note that you may only
incorporate information by reference where doing so does not
render
the required disclosure incomplete.  See General Instruction F to
Schedule TO.

Material Federal Income Tax Consequences
7. We note that you refer to this disclosure as a "general
summary."
Revise this subsection to clarify that you describe all material
federal tax consequences of the transaction.  Eliminate the
disclaimer that this summary is not "intended to be applicable in
all
respects to all restricted stock unit holders" or otherwise
clarify
the purpose of this language.
8. In the second paragraph of this section, clarify upon who`s
"good
faith interpretation of the transition period rules" you rely in
"making [y]our determination of the federal income tax
consequences
of the exchange."


Schedule A - Conditions of the Offer
9. We note the disclosure in the introductory paragraph and
paragraph
(c)(vi), which relates to the company`s determination whether the
triggering of a condition "makes it inadvisable" to proceed with
the
offer.  Please note that, when a condition is triggered and the
company decides to proceed with the offer anyway, we believe that
this constitutes a waiver of the triggered condition(s). You may
not
rely on this language to tacitly waive a condition of the offer by
failing to assert it.  Please confirm your understanding on a
supplemental basis.
10. Paragraphs (a), (b), (c) and (e) condition the offer on
whether
the contemplated benefits the company and its subsidiaries may
enjoy
from the offer, their contemplated conduct, or their prospects are
materially impaired.  Please revise to specify or generally
describe
the contemplated benefits, contemplated future conduct, and
prospects
of the offer to you so that unit holders will have the ability to
objectively determine whether these conditions have been
triggered.
11. In paragraph (g), please clarify the meaning of "material
adverse
significance."
Closing 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.
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 in the filings reviewed by the staff 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.

      *  *  *

Please respond to these comments by promptly amending the filing
and
submitting a response letter filed via EDGAR under the label
"CORRESP."  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Patrick J. Simpson, Esq.
Sonny Allison, Esq.
December 14, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE