SEWARD & KISSEL LLP
                     ONE BATTERY PARK PLAZA
                    NEW YORK, NEW YORK  10004

                   TELEPHONE:  (212)  574-1200
                   FACSIMILE:  (212)  480-8421

                                  August 23, 2001

VIA FACSIMILE

Richard M. Cieri, Esq.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, OH  44114-1190

Re: Allied Riser/Ad Hoc Committee

Dear Mr. Cieri:

         Thank you for your letter of August 16, 2001.

         We appreciate the willingness of Allied's management to
meet with the holders of its 7.5% Convertible Subordinated Notes
Due 2007 (the "Notes").  However, there should be no need for a
confidentiality agreement at this point.  Allied's management and
the Noteholders should be able to hold at least a first meeting
without Allied's having to disclose to the Noteholders material
non-public information, and the Noteholders do not expect to
receive such information at that meeting.

         In response to your question, we now represent 12
Noteholders with an aggregate holding of Notes in the approximate
face amount of $97 million.  Based on Allied's publicly available
information, this represents  approximately 78% of the Notes.
The holders with the three largest holdings of Notes that we
represent are:  CRT Capital Group LLC, Magten Asset Management
Corp., Peninsula Capital Partners, LP and Sagamore Hill Capital
Management LP.

         The Noteholders would be available for a meeting during
the week of August 27, 2001, in New York City.

         In connection with the meeting and the commencement of
discussions concerning a possible restructuring, it is customary
for a company to pay the fees of advisors to its creditors, and
it is reasonable for the creditors to expect that the company
will bear those fees.  Accordingly, the Noteholders expect that
Allied will pay our firm's fees.  Please confirm.






         We look forward to hearing from you.  In my absence,
please also feel free to contact my partner, Jeff Silverstein,
direct tel. 212-574-1374.

                             Sincerely yours,


                             /s/ Gary J. Wolfe
                             -------------------
                             Gary J. Wolfe











































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