JONES, DAY, REAVIS & POGUE
                NORTH POINT - 901 LAKESIDE AVENUE
                   CLEVELAND. OHIO 44114-1190

       TELEPHONE: 216-5116-3939  FACSIMILE:  216-579-0212

                                        WRITER'S DIRECT NUMBER;
                                        (216) 5867209
                                        mcieri@jonesday.com

                                  August 16,2001



Mr. Gary J. Wolfe
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

    Re:  Allied Riser Communications Corporation

Dear Mr. Wolfe:

     I am in receipt of your letter dated August 13, 2001. In
your letter, you state that you represent the holders (the
"Noteholders") of 60% of the outstanding principal amount of 7.5%
Convertible Subordinated Notes Due 2007 (the "Notes") issued by
Allied Riser Communications Corporation ("Allied") and request
that Allied's management meet with the Noteholders to discuss
Allied's financial affairs and a possible restructuring of
Allied. This letter serves as a response to your request.

     Allied's management is prepared to meet with the Noteholders
at an agreeable time and place. Obviously, before any such
meeting can take place, the Noteholders must execute a
confidentiality agreement regarding the nonpublic information
that may be discussed at such meeting. In the interests of
expediting the scheduling of such a meeting, I have attached a
proposed confidentiality agreement that is acceptable to Allied.
Please notify me whether your clients are amenable to entering
into such agreement.

     Also, in connection with any meeting between the Noteholders
and Allied's management, it will be necessary for you to identify
the Noteholders that you represent as well as the amount of their
interests in the Notes.





     Should you have any questions regarding the proposed
confidentiality agreement or otherwise, please do not hesitate to
call.

                                  Very truly yours,

                                  /s/ Richard M. Cieri
                                  -------------------------
                                      Richard M. Cieri












































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