SecProbe.io

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Mail Room 4561
								October 20, 2005

Thomas J. Drury, Jr.
Chief Executive Officer
Voxware Inc.
168 Franklin Corner Road
Lawrenceville, NJ 08648

Re:	Voxware, Inc.
  	Preliminary Schedule 14A
      Filed on October 14, 2005
      File No. 0-21403

Dear Mr. Drury:

      We have limited our review of your above-referenced filing
to
the issues discussed below 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 additional
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Proposal 2:  Authorization to Effect Reverse Split, page 25
1. It appears that the company is seeking shareholder approval of
three separate transactions:  (a) the reverse stock split; (b) the
decrease in the number of shares of authorized common stock; and
(c)
the authorization of 2 million shares of undesignated preferred
stock.  Bundling the shareholder approval of these amendments to
your
certificate of incorporation appears to be inconsistent with Rule
14a-4(a) and 14a-4(b)(1), which require that a proxy provide an
opportunity to approve each separate matter intended to be acted
upon.  Please refer to Rule 14a-4 and Section II.H of SEC Release
34-
31326.  These transactions should be unbundled, separately
described
in the proxy statement and identified and voted upon as separate
items on the proxy card.  Please be advised that if the
effectiveness
of any proposal is conditioned on the adoption of one or more
other
proposals, appropriate disclosure will be required to advise
shareholders that a vote against one proposal may have the effect
of
a vote against the group of mutually-conditioned proposals.
2. Regarding the proposal to modify the capital stock, while you
state that your proposal is to decrease the number of shares of
authorized common stock, it is unclear whether you are proposing
increase or decrease the number of authorized shares of preferred
stock.  To clarify, please disclose, in a table or similar format,
the number of shares your common stock that will be: (i) issued
and
outstanding; (ii) authorized and reserved for issuance; and (ii)
authorized but unissued or unreserved both before and after the
adoption of the reverse stock split and change in authorized
capital.
3. If you currently have plans, proposals or arrangements to
effect
acquisitions, equity financings, stock dividends or stock splits
or
other transactions that would involve the issuance of your common
stock and preferred stock, please discuss these and their material
terms.  If you currently have no such plan, please so state.
4. In discussing the benefits of the proposed reverse stock split,
you state that "the increase in the trading price of our Common
Stock
will help facilitate the possible listing" of the company on the
Nasdaq Capital Market.  If you retain your references to potential
listing on the Nasdaq market, please provide a balanced discussion
by
identifying the criteria that the company presently does not
satisfy.
What criteria must be satisfied or what changes must be made to
satisfy each of the listing standards that you do not meet
currently?
5. We call your attention to Rule 10b-17, which you should consult
in
connection with the process of implementing any stock split.

	As appropriate, please amend your filing in respone to these
comments.  Your electronic filing should be accompanied by a copy
of
the revised filing that is marked in conformity with Item 310 of
Regulation S-T.  Please furnish a cover letter with your amendment
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

    In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

    Please address all comments to Maryse Mills-Apenteng at 202-
551-
3457 or, in her absence, to Anne Nguyen, Special Counsel, at 202-
551-
3611.  If you still require further assistance, please contact the
undersigned at 202-551-3730.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:  	609-919-6701
      David Schwartz, Esq.
 	Morgan Lewis & Bockius

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Thomas J. Drury, Jr.
Voxware Inc.
October 20, 2005
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