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Letter to SEC dated June 23, 2005

June 23, 2005

Mr. Larry Spirgel

Assistant Director

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:
Teltronics, Inc.

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

Filed March 31, 2005

File No. 0-17893

Form 10-Q for the quarter ended March 31, 2005

Filed May 11, 2005

File No. 0-17893

Dear Ladies and Gentlemen:

On behalf of Teltronics, Inc.
(“Company”), I am responding to the comments of the staff of the Securities and
Exchange Commission (“Staff”) as set forth in a letter dated May 23, 2005
pertaining to the Staff’s review of the financial statements and Management’s
Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2004 and the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005.

The responses and supplementary
information set forth below have been organized in the same manner in which the
Staff’s written comments were organized.

Form 10-K for the fiscal
year ended December 31, 2004, filed March 31, 2005

Turnkey Contracts, page 16

     1.
          Contracts being accounted for under the percentage-of-completion revenue
          recognition method were not material during 2004, as revenue so determined was
          less than 3% of total revenues and at December 31, 2004, only one
          customer’s contract was subject to this type of revenue recognition.
          Revenue generated by this method in 2005 were generated by the conclusion of the
          2004 contracts and again amounted to less than 3% of the first quarter revenues.

        Management
does not believe that further elaboration on this is warranted at this time. The
staff’s comments will be considered should this type of contract become material in
the future.

Revenue Arrangements
with Multiple Deliverables, page 16

     2.
          The allocation method is quite simple in that the total contract is for
          equipment and installation/training. We use the pricing on the equipment sold to
          non-turnkey customers for the equipment piece, which has been accepted by these
          customers upon delivery to their site, and the remainder is allocated to the
          installation/training component, the revenue on which is only recognized when
          the entire project is complete.

        Again,
this methodology is only applicable to a few customers and this revenue involved is less
than 3% of total revenue and, accordingly, Management does not believe additional
disclosures are warranted. The Staff’s comments will be considered in the future
should this type of contract become more prevalent.

Other Income (Expense), page 18

     3.
          This patent was part of a group of patents included in the 20-20 acquisition in
          2000. This particular patent was of little use to the Company but was
          subsequently determined to be of value to Harris in a patent dispute with a
          third party.

        There
is no on-going impact to the Company as a result of the disposal of this patent.

Liquidity, page 20

     4.
          Management believes its ability to overcome its financial difficulties lie in
          its ability to control costs, release of new products and to solicit additional
          financing or capital. The recovery of the telecommunications industry will play
          a large part in overcoming these difficulties as well. At the time of the 10-K
          filing, these concepts were non-specific in nature. The facts as presented in
          the liquidity section and Footnote 1 and 8 reflects Management’s plans and
          activity at that point in time. Namely, the Company has hired an investment
          services firm and it was in the process of negotiating the renewal of its Line
          of Credit Facility.

        Management
believes that discussions regarding cash requirements and our ability to generate the
necessary cash to meet those needs are discussed in sufficient detail in the Liquidity
Section, and the Statement of Cash Flows, to afford the reader a high degree of
understanding of the Company’s cash flows.

     5.
          The large increase in accounts receivable at December 31, 2004 over 2003 is the
          result of the increased sales volume in the fourth quarter of 2004 as compared
          to the fourth quarter of 2003. This information is readily available in the
          Quarterly Results of Operations data prescribed by Item 305 and set forth on
          page 23. Since this kind of fluctuation is the nature of our business, as
          discussed in the first two paragraphs under Liquidity on pages 20, Management is
          of the opinion the disclosures contemplated by SEC Release No. FR-72 is not
          necessary.

        Management
does not believe there is a significant increase in accounts payable at December 31, 2004
in comparison to December 31, 2003.

     6.
          Regulation S-K Item 303 (a)(5) calls for the tabular presentation of contractual
          obligations aggregated by type. Item 303 (a)(5) speaks with reference to payment
          obligation without reference

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to gross payment, principal payment
or interest payments. Due to the variable interest rate on a large debt component,
Management believes that including gross payments in this presentation would cause the
table to be subjective at best.

Statement of Operations,
page 28

     7.
          Revenues are split between Product Sales and Installations and Maintenance and
          Services on the face of the Statement of Operations. The Company’s
          management information systems does not accumulate the cost of these two
          categories separately.

Revenue Arrangements
with Multiple Deliverables, page 35

     8.
          As mentioned in responding to inquiry number two (2) above, those arrangements
          are limited and really only consist of one element, the equipment, which might
          be returned after the revenues were recognized. The contracts that do meet this
          revenue recognition instance are with good, valuable, long-term customers and,
          as such, we would accommodate them to the extent possible. None of those
          contracts were cancelled or terminated in 2004 or 2005 to date and accordingly
          no refunds were made or anticipated.

        Given
the materiality of these types of arrangements and our experience with them, Management
does not believe additional disclosures are necessary at this time. If these conditions
change in the future the Staff’s comments certainly would be considered.

Note 16, Segment
Information, page 47

     9.     Management
          believes that we have utilized the criteria provided in paragraph 10 of SFAS 131
          which defines an operating segment as a component of an enterprise (1) which
          engages in business activities from which it earns revenues and incurs expenses,
          (2) whose operating results are regularly reviewed by the enterprises chief
          operating decision maker (CODM) and (3) for which discrete financial information
          is available. In applying these criteria, we note that the CODM is the
          Company’s Chief Executive Officer who utilizes a monthly financial report
          to evaluate and manage the business.

        This
monthly financial report is the only information provided to the CODM. This report
provides financial results by business unit (i.e. Teltronics, United Kingdom and Mexico)
and not on a product or service basis. As no discrete financial information on a product
or service basis is available, the 10-K disclosure is not presented on that basis. The
business units are the operating segments, as explained above and there is no aggregation
for reporting purposes. Our management evaluates financial information based on the
segments reported. For the year ended December 31, 2002 Interactive Solutions, Inc. was
considered a segment, however, that segment was discontinued in 2002.

     10.
          Management is providing the information that is available through its
          information systems. This information does not include information on a product
          and service basis as noted above.

Item 9A Controls and
procedures, page 49

     11.
          Management will address this issue in its 2005 Annual Report filed on Form 10-K.

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Exhibits 31.1 and 31.2

     12.
          We understand that these certifications are to be made exactly as prescribed by
          Rule 13a-14(a). Management has revised the certifications included as Exhibits
          31.1 and 31.2 to conform to the revised rules released August 14, 2003.

        Management
believes the confusion caused by amending its Form 10-K does not outweigh the benefits of
the modified language. Management does however acknowledge and agree that the Commission
may consider the revised certifications attached as filed.

Form 10-Q for the
quarter ended March 31, 2005, filed May 11, 2005

Exhibits 31.2 and 31.2

     13.     We
          understand that these certifications are to be made exactly as prescribed by
          Rule 13a-14(a). Management has revised the certifications included as Exhibits
          31.1 and 31.2 to conform to the revised rules released August 14, 2003. A copy
          of the revised certification is attached.

        Management
believes the confusion caused by amending its Form 10-Q does not outweigh the benefits of
the modified language. Management does however acknowledge and agree that the Commission
may consider the revised certifications attached as filed.

        We
understand that it is the Commission’s fixed position and requirement that the
Company acknowledge that:

        the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
       staff comments or changes to disclosure in response to staff comments 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.

        The
Company acknowledges the foregoing insofar as it is required to so acknowledge the same
but reserves all legal rights available to it.

If you have any questions with regard
to these responses, need further supplemental information or would like to discuss any of
the matters covered in this letter, please contact Russell R. Lee III, Vice President
Finance & CFO at (941)-751-7739.

Sincerely,

/s/Russell R. Lee III

Russell R. Lee III
Vice President Finance & CFO

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Exhibit 31.1

CERTIFICATION

I, Ewen R. Cameron, certify that:

         1.
          I have reviewed this annual report on Form 10-K of Teltronics, Inc.;

         2.
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

         3.
          Based on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report;

         4.
          The registrant’s other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

             (a)
          Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;

             (b)
          [Paragraph omitted pursuant to SEC Release Nos. 33-8545 and 34-51293.]

             (c)
          Evaluated the effectiveness of the registrant’s disclosure controls and
          procedures and presented in this report our conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and

             (d)
          Disclosed in this report any change in the registrant’s internal control
          over financial reporting that occurred during the registrant’s most recent
          fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrant’s internal control over financial
          reporting; and

         5.
          The registrant’s other certifying officer(s) and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrant’s auditors and the audit committee of the registrant’s
          board of directors (or persons performing the equivalent functions):

             (a)
          All significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrant’s ability to record, process, summarize and
          report financial information; and

             (b)
          Any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrant’s internal control over
          financial reporting.

Date:     June 23, 2005

/s/ Ewen R. Cameron

Ewen R. Cameron
Director, President and
Chief Executive Officer

Exhibit 31.1

CERTIFICATION

I, Russell R. Lee III, certify that:

         1.
          I have reviewed this annual report on Form 10-K of Teltronics, Inc.;

         2.
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

         3.
          Based on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report;

         4.
          The registrant’s other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

             (a)
          Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;

             (b)
          [Paragraph omitted pursuant to SEC Release Nos. 33-8545 and 34-51293.]

             (c)
          Evaluated the effectiveness of the registrant’s disclosure controls and