SecProbe.io

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					June 17, 2005

Room 4561

Monte Ross
Chief Executive Officer
Ultradata Systems, Incorporated
1240 Dielman Industrial Court
St. Louis, MO 63132

Re:	Ultradata Systems, Incorporated
	Ammendment No. 2 to Registration Statement on Form SB-2
	Filed June 3, 2005
	File No. 333-123764

	Form 10-KSB for the fiscal year ended December 31, 2004
	Form 10-QSB for the fiscal quarter ended March 31, 2005
	File No. 0-25380

Dear Mr. Ross:

	This is to advise you that we have limited our review to the
matters identified below and have the following comments. Where
indicated, we think you should revise your documents in response
to
these comments.  With respect to the comments on the periodic
reports, your response should be provided as soon as possible and
not
later than July 1, 2005.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Form SB-2

General
1. We note your response to prior comment 3 of our letter dated
April
28, 2005.  Please revise your disclosure to reflect this
additional
information.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 16
2. We reissue prior comment 10 of our letter dated April 28, 2005
with respect to our request for disclosure in Management`s
Discussion
and Analysis of Financial Condition and Results of Operations.  As
required by Item 303(b) of Regulation S-B, you should discuss not
only your past but also your future financial condition and
results
of operations, with particular emphasis on the prospects for the
future.  Your disclosure also should provide insight into material
opportunities, challenges and risks, such as those presented by
known
material trends and uncertainties, that have had or that you
reasonably expect will have a material favorable or unfavorable
impact on net sales, revenues, income from continuing operations
or
liquidity and on which your executives are most focused for both
the
short and long term.  See Section III.A of SEC Release 33-8350.
Signatures
3. Please refer to comment 13 of our letter dated April 28, 2005.
Please note that the registration statement must be signed by the
registrant, as well as by its principal executive officer,
principal
financial officer, principal accounting officer or controller and
a
majority of its directors.  While we note that your registration
statement is signed on behalf the registrant, the second section
where you represent Mr. Clarke is signing in his capacity has not
been updated to reflect his position as principal financial
officer
and principal accounting officer.  See the signatures section of
Form
SB-2.  Please also revise your signatures block in the above-
referenced Form 10-KSB.
Form 10-KSB/A
Controls and Procedures
4. Please refer to comment 15 of our letter dated April 28, 2005.
We
note your statements in the Form 10-KSB that the principal
executive
and financial officers have concluded that the company`s
disclosure
controls and procedures "were effective...for the purpose of
recording, processing, summarizing and timely reporting material
information required to be disclosed in reports."  Please revise
to
disclose if Ultradata`s disclosure controls and procedures were
effective as defined in paragraph (e) of Rule 13a-15.  Your
definition of disclosure controls still appears to be narrower
than
Rule 13a-15(e).  Please revise to provide the same representation,
if
true, in your Form 10-QSB for the quarter ended March 31, 2005.
5. Please refer to comment 16 of our letter dated April 28, 2005.
You disclose that there was no "change in internal controls over
financial reporting, known to the Chief Executive Officer." In
this
regard it still does not appear that your disclosure is consistent
with the requirements of Item 308(c) of Regulation S-B and Rule
13a-
15(d).  Please revise to indicate if there was "any change" that
materially affected or was reasonably likely to materially affect,
your internal controls over financial reporting.  Please revise to
provide the same representation, if true, in your Form 10-QSB for
fiscal quarter ended March 31, 2005.

Exhibits
6. It appears that your amended Form 10-KSB fails to include the
certifications required by Item 601(b)(31).  Please include such
certifications in your next amendment.
* * * * *

	If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
Perry
Hindin (202) 551-3444 or the undersigned, at (202) 551-3730.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Gregory Sichenzia, Esq.
      James Turner, Esq.
      Sichenzia Ross Friedman Ference LLP
      1065 Avenue of the Americas
            New York, New York 10018
	Phone: (212) 930-9700
      Fax: (212) 930-9725
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Monte Ross
Ultradata Systems, Incorporated
June 17, 2005
Page 1

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