SecProbe.io

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					July 22, 2005

Room 4561

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

Re:	Ultradata Systems, Incorporated
	Amendment No. 3 to Registration Statement on Form SB-2
	Filed June 27, 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.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Amendment No. 3 to Registration Statement on Form SB-2

Registration Front Cover
1. In amendment no. 2 to the registration statement you registered
3.1 million shares.  In the current amendment, you are now
registering 36.3 million shares.  Please explain in your response
letter why you are registering more than ten times the amount of
common stock from your previous amendments and consider whether
this
1200% increase necessitates additional disclosure in your risk
factors section.  For example, you disclose in several risk
factors
on pages 10 and 11 of your registration statement that the
dilutive
effect of these shares may adversely affect the market price of
your
common stock.  Consider supplementing such risk factor disclosure
with a discussion of the effect such potential dilution could have
on
your ability to attract additional investment from outside
investors
and the resulting effect on your ability to fund business
operations.

Prospectus Summary, page 6
2. You indicate on page 6 and elsewhere in your registration
statement that in June 2005 investors advanced you $50,000,
representing a prepayment for the exercise of warrants with the
credit against the exercise price of the warrants to be at the
investor`s sole discretion.  Revise your disclosure to better
explain
this arrangement.  For example, since the investors have paid
$50,000, why are you categorizing this as an advance representing
"prepayment towards the exercise of warrants" as opposed to simply
an
exercise of warrants?  Is there some benefit either you or the
investor are deriving from treating the $50,000 payment this way?
What exactly is at the investor`s sole discretion?  Clarify that
these warrants are the warrants issued to investors pursuant to
the
February 14, 2005 securities purchase agreement.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Overview, page 14
3. We note your response to comment 2 of our letter dated June 17,
2005.  However, it appears that in response to our request for
added
disclosure regarding your future financial condition and results
of
operations, material opportunities, challenges and risks, you
devote
the first section of the first two paragraphs discussing the
success
of your business in 2003 and the first half of 2004.  Given the
loss
of two major customers, and the significant decrease in sales from
the first quarter of 2004 to the first quarter 2005, revise this
section to provide a more balanced overview of your current
business
operations and future prospects as opposed to past performance.
Also
eliminate the repetitive disclosure that appears in the first few
sentences of these two paragraphs.
4. The first paragraph in the "Overview" subsection suggests that
you
terminated your agreement with AAA, but the subsequent paragraph
suggests that AAA initiated the termination of the agreement.
Clarify the events that led to the termination of your agreement
with
AAA.  What prompted AAA to request that you terminate the
agreement?
Do you foresee similar problems with your current agreement with
Automobile Clubs of America?
5. In addition, the second paragraph indicates that it is
difficult
to quantify the effect of the termination of the agreement with
AAA,
yet you indicate on page 18 that the larger reduction in backlog
was
due to the loss of the AAA agreement.  Revise your disclosure to
address this inconsistency.
6. Please revise this section and your "Business" section to take
into account the recent developments in your business and your
first
quarter results of operations.  We note for example your sales
declined from over $1.7 million in the first quarter of 2004 to
about
$.08 million in the first quarter 2005.  Please more prominently
discuss this decline.   Consider also revising to discuss any
material developments that occurred since March 31, 2005.
7. You indicate that Kohl`s and Wal-Mart have committed to carry
your
products later this year.  Clarify what you mean by use of the
term
"committed."  Have these companies committed to do so pursuant to
executed contracts? If so, since such agreements would appear to
be
material, file such agreements as exhibits to the registration
statement and disclose the material terms of such contracts.
8. We note your intent to revise your business practices and begin
your own marketing.  Please describe this process in greater
detail
with quantifiable estimates of material costs.  Please also
quantify
the costs associated with developing, marketing and selling and
provide greater detail on the current stage of development of the
cell-phone Road Wiz, and your enhanced Road Genie.
					* * * * *

	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
July 22, 2005
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