Mail Stop 0407

      							April 26, 2005

Via U.S. Mail and Fax ( 303.424.5085)
Mr. Monty R. Lamirato, CFO
ARC Wireless Solutions, Inc.
10601 West 48th Avenue
Wheat Ridge, CO, 80033-2660

	RE:	ARC Wireless Solutions, Inc.
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 30, 2005
		File No. 000-18122

Dear Mr. Lamirato:

      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.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents 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 numbers
listed
at the end of this letter.


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

Item 9A. Controls and Procedures

1. We note that your CEO`s and CFO`s conclusions regarding the
effectiveness of the disclosure controls and procedures were as of
a
date "during the 90 day period prior to the filing of this
report."
Please note that Item 307 of Regulation S-K now requires the
conclusions to be as of the end of the period covered by the
filing.
Refer to Release No. 33-8238 for additional guidance.  In your
response letter, please confirm that the CEO`s and CFO`s
evaluations
were as of the end of the period being reported.  Note that the
definition of "disclosure controls and procedures" is now
contained
in Rules 13a-15(e) and 15d-15(e).  In addition, please confirm in
your response letter that your future filings will provide the
disclosure required by Item 307 of Regulation S-K.

2. Please note that Item 308(c) of Regulation S-K provides the
current requirements for the disclosure of any changes in your
internal controls over financial reporting.  See Release No. 33-
8238.
For example, Item 308(c) requires disclosure of any changes, not
just
"significant changes" in internal controls over financial
reporting.
Item 308(c) also requires the disclosure to be as of the end of
the
period covered by the filing, not "subsequent to the date of [the
CEO`s and CFO`s] evaluation."  In your response letter, please
confirm that no changes in the company`s internal control over
financial reporting occurred during the fiscal year that have
materially affected, or are reasonably likely to materially
affect,
the company`s internal control over financial reporting.  In
addition, please confirm in your response letter that your future
filings will provide the disclosure required by Item 308(c) of
Regulation S-K.





*    *    *    *
      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

            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 Ted Yu, Legal Examiner, at (202) 551-3372 or
Michelle Anderson, Legal Branch Chief at (202) 551-3833 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3810 with any other
questions.

							Sincerely,



							Larry Spirgel,
							Assistant Director



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Mr. Monty R. Lamirato, CFO
ARC Wireless Solutions, Inc.
April 26, 2005
Page 3



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

         DIVISION OF
CORPORATION FINANCE