July 25, 2005



Mail Stop 4561


VIA U.S. MAIL AND FAX 1-212-363-4231

Mr. Sean Deson
Chief Financial Officer
Activeworlds Corp.
40 Wall Street Floor 58
New York, NY 10005


RE:	Activeworlds Corp.
Form 10-KSB for the year ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005
File no. 001-15819

Dear Mr. Deson:

We have reviewed the above referenced filings and have the
following
comments.  We have limited our review to only your financial
statements and related disclosures and will make no further review
of
your documents.  In our comments, we may ask you to provide us
with
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation.  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.

Form 10-KSB for the fiscal year ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page F-2

1. We note your Report of Independent Registered Public Accounting
Firm does not indicate the name of the accountants as well as the
city and state of the office that performed the audit.  Please
revise
accordingly.

Note 4 - Stock Options and Warrants, page F-10

2. We note that the Company issued shares of its common stock to
vendors for services provided.  Please explain how the Company
considered EITF 96-18 in determining the measurement date, fair
value
and timing in which the expense is recognized in your income
statement.  Specifically address the warrants issued in December
2004.
*    *    *    *
As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
file your response on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
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 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 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.

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 filings or in response
to
our comments on your filings.








You may contact Kelly McCusker, Staff Accountant, at (202) 551-
3433
or the undersigned at (202) 551-3413 if you have questions.


						Sincerely,



      Cicely D. Luckey
      Branch Chief



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Mr. Deson
Activeworlds Corp.
July 25, 2005
Page 1