August 18, 2005

Mail Stop 4561

Sean Deson
Activeworlds Corp.
40 Wall Street, 58th Floor
New York, NY 10005

Re:	Item 4.02 Form 8-K
	Filed August 15, 2005
	File No. 001-15819

Dear Mr. Deson:

      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
supplemental information so we may better understand your
disclosure.
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 number
listed
at the end of this letter.


Form 8-K

1. Please tell us if your certifying officers have reconsidered
the
effect on the adequacy of your disclosure controls and procedures
as
of the end of the periods covered by your Form 10-Q for the period
ended March 31, 2005.  Additionally, tell us what effect the error
had on your current evaluation of disclosure controls and
procedures
as of your fiscal year end December 31, 2005.
2. Tell us how you have considered the disclosure requirements of
APB
20 and APB 9 when preparing your amended Form 10-Q for the period
ended March 31, 2005.

   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 provide the supplemental information requested above within
5
business days from the date of this letter.  The supplemental
information should be filed as correspondence on EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3438.

							Sincerely,


							Robert F. Telewicz, Jr.
							Staff Accountant
Sean Deson
Activeworlds Corp.
August 18, 2005
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