SecProbe.io

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Mail Stop 0407

      							April 8, 2005

Via U.S. Mail and Fax
Mr. J. Kernan Crotty
Chief Financial Officer
Teletouch Communications, Inc.
1913-B Deerbrook Drive
Tyler, Texas 75703

	RE:	Teletouch Communications, Inc.
      Form 10-K for the fiscal year ended May 31, 2004
		Filed September 1, 2004

Form 10-Q for the quarters ended August 31, 2004 and November 30,
2004
		File No. 001-13436

Dear Mr. Crotty:

	We have reviewed your letter dated March 15, 2005 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.

Form 10-K for the year ended May 31, 2004

Reports of Registered Public Accounting Firms, page F-2

1. We considered your response to comment 2.  In light of the
changes
proposed in your response to comments 4 and 6 we believe that the
revised opinion of BDO Seidman should be filed and accompanied by
your restated financial statements.

Consolidated Statements of Operations, page F-6

2. We note your response to comment 4; however it is unclear to us
how you accounted for this preferred stock transaction.  Please
provide us with the journal entries that you recorded in both
fiscal
year 2002 and fiscal year 2003 to account for the redemption of
the
Junior Debt, common stock, warrants, and preferred stock and the
subsequent issuance of the Series C preferred stock and common
stock
purchase warrants.  Clarify whether you gave accounting effect to
the
consideration exchanged between GM Holdings and TLL Partners
referred
to in the fifth and sixth paragraphs of your response.  In
addition,
tell us what adjustments you will make to remove the $36.3 million
gain from the face of the income statement.

3. Moreover, refer to the second paragraph of you response to
comment
4 and describe how and when TLL Partners originally acquired the
option from Continental Illinois Venture Corporation (CIVC).  What
were the terms of this transaction?  Tell us the consideration
exchanged.  Did Teletouch reflect this original transaction on its
books?  If so, how?

4. Refer to the sixth paragraph of your response to comment 4,
which
indicates that you used Hoak Breedlove Wesneski & Co. (HBW) to
establish the value of your Series C Preferred Stock and 6,000,000
common stock warrants.  Did HBW give you an independent valuation?
If not, please explain.  Tell us how HBW determined the value of
these securities.  Reconcile those values to the trading value of
your common stock at the time of this transaction.

5. Further, it appears from your response that your Series C
Preferred Shares may be converted at aproximately $0.04 per common
share, a price which might have been in-the-money at the
commitment
date given the $0.36 per share value cited in the sixth paragraph
of
your response to comment 4.  Tell us how you applied the guidance
of
EITF 98-5 to this transaction.  Further, as the 6,000,000 common
stock purchase warrants were issued in the same planned
transaction,
tell us your consideration of the guidance provided by EITF 00-27.
Tell us how you determined the relative fair value of these
financial
instruments.  Tell us the trading price for your common shares at
the
commitment date and give us you calculations for EITF 98-5 and
EITF
00-27.

6. We refer to your responses to comments 8 and 9.  In addition to
including the caption "exclusive of depreciation and amortization
shown separately below", confirm for us that you will also include
the amount of depreciation and amortization that is excluded from
the
respective line item.  Further, please note that SAB Topic 11B
does
not require the caption "exclusive of depreciation and
amortization
shown separately below" to be included beside the selling and
marketing expense line item and the general and administrative
expense line item.

Note A - Basis of Presentation

Reclassifications, page F-9

7. In your response to comment 10, you imply that EITF 03-06 has
not
impacted your EPS presentation because it was effective for all
periods subsequent to March 2004.  Please note however, that
paragraph 23 of EITF 03-06 states that "Prior period earnings per
share amounts presented for comparative purposes should be
restated
to conform to the consensus guidance".  As such, we believe this
guidance is relevant for fiscal years 2003 and 2002.  Please
revise
to present your basic EPS calculation using the two-class method
and
provide us with this calculation for each reporting period.

Note B - Summary of Significant Accounting Policies

Recent Accounting Pronouncements, page F-16

8. Expand your response to comment 12 and explain to us how
6,000,000
warrants issued to G&M Holding meet the criteria of paragraph 11
of
SFAS 150.  Specifically address requirement (a) that as of
inception
the warrants embody your obligation to repurchase your equity.
Further, in this regard, tell us of your consideration of the
applicability of Rule 5-02.28 of Regulation S-X and SAB Topic 3C
to
these warrants.

9. Similarly, the third paragraph of your response to comment 12
states that certain of your common shares, issued in March 2005,
also
fall under paragraph 11 of SFAS 150.  However, as these are
outstanding shares it is unclear to us how paragraph 11 of SFAS
150
applies.   Please advise.  Give us a complete description of the
terms of these financial instruments and explain in more detail
how
you apply the relevant accounting literature.  Please refer to all
pertinent authoritative professional accounting literature in your
response.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact Adam Washecka, Staff Accountant, at (202)
824-
5569 or Joseph Kempf, Senior Staff Accountant, at (202) 942-1979
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 942-1990 with any
other
questions.

							Sincerely,

							Larry M. Spirgel
							Assistant Director

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Mr. J. Kernan Crotty
Teletouch Communications, Inc.
April 8, 2005
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