United States securities and exchange commission logo





                            January 28, 2022

       Chaitanya Kanojia
       Chief Executive Officer
       Starry Holdings, Inc.
       38 Chauncy Street, Suite 200
       Boston, MA 02111

                                                        Re: Starry Holdings,
Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed January 14,
2022
                                                            File No. 333-260847

       Dear Mr. Kanojia:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 6, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Network Architecture, page 228, page 230

   1.                                                   We note your response
to prior comment 8. Please revise to clarify whether any fiber
                                                        backhaul providers
represent a material portion of your leases in the markets where you
                                                        operate and which
markets have a limited number of fiber backhaul providers. In
                                                        addition, provide
additional disclosure regarding the material terms of the lease
                                                        agreements with the
backhaul providers.
 Chaitanya Kanojia
FirstName  LastNameChaitanya  Kanojia
Starry Holdings, Inc.
Comapany
January 28,NameStarry
            2022       Holdings, Inc.
January
Page  2 28, 2022 Page 2
FirstName LastName
       You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Shagufa R. Hossain